Stocks are simple. All you do is buy shares in a great business for less than the business is intrinsically worth, with management of the highest integrity and ability. Then you own those shares forever. I will tell you how to become rich. Close the doors. Be fearful when others are greedy. Be greedy when others are fearful.

June 13, 2010

Friendly investment advice from Warren Buffett's buddy

Friendly investment advice from Warren Buffett's buddy
Friday, October 18, 1996
San Francisco Business Times - by Mark Calvey

IT PAYS TO BUY QUALITY: Charlie Munger, Warren Buffett's sidekick at Berkshire Hathaway Inc., shared his thoughts on investing during a recent visit to San Francisco. He tossed in a little personal advice for good measure.

His speech at the Oct. 10 Mein Indicator Lunch focused on the peculiar characteristics of Omaha-based Berkshire, of which he's vice chairman.

Munger is widely credited for expanding Buffett's investment horizons to include fully valued companies that have superior franchises, management teams or other characteristics that foster growth year in and year out. Munger persuaded Buffett to embark on the new investment strategy with the 1972 acquisition of South San Francisco's See's Candies for $25 million -- a tiny fraction of what it's worth today.

"See's candy company was the first high-quality business we ever bought," he observed. See's also demonstrated to Berkshire the value of building a "seamless web of trust" between a company and its customers and suppliers, he said in making the point that doing the right thing can pay big dividends both personally and professionally.

Berkshire has a lot of patience in waiting for the right investment opportunities to come along, and similar patience and selectivity can be useful in one's personal life as well, Munger said.

"When you have doubts about a person, you can pass," he said. "There's enough nice people to interface with."

Other observations Munger shared:

• Strategic plans prompt people to do something when sometimes the best course of action is no action.

"Strategic plans cause more dumb decisions than anything else in America."

• Berkshire's mistakes tended to be "great losses of omission.

"If we had invested in McDonald's in its infancy ..." he ruminated. Berkshire recently acquired a significant stake in the nation's largest restaurant chain.

• Know your limits.

"A money manager with an IQ of 160 and thinks it's 180 will kill you," he said. "Going with a money manager with an IQ of 130 who thinks its 125 could serve you well."

• Berkshire buys so many simple things.

"How smart do you have to be to own Coca-Cola?" he asked of the company that has built a worldwide empire on brown sugar water and astute marketing. "Why doesn't Coca-Cola get through to other people?"

LIKE BEES TO HONEY: Where there's wealth, bankers will soon follow.

This is evident in the number of banks and financial firms rushing into California to ride the wave of wealth creation.

Fortunes are being made in high tech, entertainment and trade to name just a few of the sectors contributing to the state's robust economy.

One indication of how much wealth resides in the state can be found on the recently released 1996 Forbes 400 list of the wealthiest.

Almost a fourth of those making the list are Californians. New York is a distant second with 58 residents; Texas, 35; and Florida, 25.

California also far outpaces the rest of the nation in the number of fastest-growing companies, according to the annual list compiled by Inc. magazine.

"We're providing the right environment for risk taking," said C. William Criss Jr., western regional manager for the Chase Manhattan Private Bank in San Francisco.

"This has always been a place with no boundaries," Criss said. "You just need to have a pretty good idea."

INVESTMENT BANK BOOSTS RESEARCH: David Francis has moved to Punk, Ziegel & Knoell's San Francisco office as vice president and analyst covering health care information systems. He had been working in the same area focusing on corporate finance at the specialty investment bank's New York headquarters.

Francis will expand the firm's coverage to include other sectors tied to health care information systems, such as health-care data products and services, managed care systems and other outsourcing and business services.

"Because of the entrepreneurial spirit and concentration of venture capitalists, there's a number of emerging companies in the health care information systems area in the Bay Area," Francis said in explaining his relocation to San Francisco.

Punk Ziegel's San Francisco staff has grown from four bankers and staff to eight in the last six months.

BANK BUILDS CAPITAL PRESENCE: San Francisco-based Pacific Bank has opened a loan production office in Sacramento's financial district.

The bank plans to use the new office to expand its presence in trade financing.

Pacific Bank anticipates it will serve trade clients not only in Northern California, but in the Pacific Northwest, Idaho and Nevada as well.

Veteran Sacramento banker Jerry Avila, 51, has been appointed senior vice president and manager of the Sacramento office.

ACQUISITION EXPANDS SERVICES: The credit scoring company Fair, Isaac & Co. of San Rafael expanded its credit management consulting services with the purchase of Credit & Risk Management Associates Inc. for $3 million.

The six-year-old Baltimore company, which employs 20, counts some of the nation's largest creditors among its clients.

Credit & Risk will operate as an independent subsidiary, advising clients and will continue recommending products and services from Fair Isaac and other vendors.

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The World According to "Poor Charlie"
December 2005

Charlie Munger has been Warren Buffett's partner and alter ego for more than 45 years. The pair has produced one of the best investing records in history. Shares of Berkshire Hathaway, of which Munger is vice chairman, have gained an annualized 24% over the past 40 years. The conglomerate, which the stock market values at $130 billion, owns and operates more than 65 businesses and invests in many others. Buffett's annual reports are studied by money managers. But Munger, 81, has always been media shy. That changed when Peter Kaufman compiled Munger's writing and speeches in a new book, Poor Charlie's Almanack: The Wit and Wisdom of Charles T. Munger ($49.00, PCA Publications). Here Munger speaks with Kiplinger's Steven Goldberg.

Why has Berkshire done so well?
Just remember that we had a long run and an early start, particularly in Warren's case. It's much easier for me to talk about Warren than myself, so let's talk about Warren. Not only did he have a long run from an early start, but he got very smart very young -- then continuously improved over 50 years.

Buffett was a student of Ben Graham, the father of security analysis. He was buying deep value stocks -- "cigar butts" -- until you got involved.
If I'd never lived, Warren would have morphed into liking the better businesses better and being less interested in deep-value cigar butts. The supply of cigar butts was running out. And the tax code gives you an enormous advantage if you can find some things you can just sit with.

There are a whole lot of reasons, and Warren was a natural for always just getting smarter. The natural drift was going that way without Charlie Munger. But he'd been brainwashed a little by worshiping Ben Graham and making so much money following traditional Graham methods that I may have pushed him along a little faster in the direction that he was already going.

How do you work together?
Well, it's mostly the telephone and as the years have gone on, and I've passed 80 and Warren is 75, there's less contact on the phone. Warren is a lot busier now than he was when he was younger. Warren has an enormous amount of contact with the operating businesses compared to what he had early in his career. And, again, he does almost all of that by phone, although he does fly around some.

What are your work styles like?
We have certain things in common. We both hate to have too many forward commitments in our schedules. We both insist on a lot of time being available almost every day to just sit and think. That is very uncommon in American business. We read and think. So Warren and I do more reading and thinking and less doing than most people in business. We do that because we like that kind of a life. But we've turned that quirk into a positive outcome for ourselves.

How much of your success is from investing and how much from managing businesses?
Understanding how to be a good investor makes you a better business manager and vice versa.

Warren's way of managing businesses does not take a lot of time. I would bet that something like half of our business operations have never had the foot of Warren Buffet in them. It's not a very burdensome type of business management.

The business management record of Warren is pretty damn good, and I think it's frequently underestimated. He is a better business executive for spending no time engaged in micromanagement.

Your book takes a very multi-disciplinary approach. Why?
It's very useful to have a good grasp of all the big ideas in hard and soft science. A, it gives perspective. B, it gives a way for you to organize and file away experience in your head, so to speak.


How important is temperament in investing?
A lot of people with high IQs are terrible investors because they've got terrible temperaments. And that is why we say that having a certain kind of temperament is more important than brains. You need to keep raw irrational emotion under control. You need patience and discipline and an ability to take losses and adversity without going crazy. You need an ability to not be driven crazy by extreme success.

How should most individual investors invest?
Our standard prescription for the know-nothing investor with a long-term time horizon is a no-load index fund. I think that works better than relying on your stock broker. The people who are telling you to do something else are all being paid by commissions or fees. The result is that while index fund investing is becoming more and more popular, by and large it's not the individual investors that are doing it. It's the institutions.

What about people who want to pick stocks? 
You're back to basic Ben Graham, with a few modifications. You really have to know a lot about business. You have to know a lot about competitive advantage. You have to know a lot about the maintainability of competitive advantage. You have to have a mind that quantifies things in terms of value. And you have to be able to compare those values with other values available in the stock market. So you're talking about a pretty complex body of knowledge.

What do you think of the efficient market theory, which holds that at any one time all knowledge by everyone about a stock is reflected in the price?
I think it is roughly right that the market is efficient, which makes it very hard to beat merely by being an intelligent investor. But I don't think it's totally efficient at all. And the difference between being totally efficient and somewhat efficient leaves an enormous opportunity for people like us to get these unusual records. It's efficient enough, so it's hard to have a great investment record. But it's by no means impossible. Nor is it something that only a very few people can do. The top three or four percent of the investment management world will do fine.

What would a good investor's portfolio look like? Would it look like the average mutual fund with 2% positions?
Not if they were doing it Munger style. The Berkshire-style investors tend to be less diversified than other people. The academics have done a terrible disservice to intelligent investors by glorifying the idea of diversification. Because I just think the whole concept is literally almost insane. It emphasizes feeling good about not having your investment results depart very much from average investment results. But why would you get on the bandwagon like that if somebody didn't make you with a whip and a gun?

Is finding bargains difficult in today's market?
We wouldn't have $45 billion lying around if you could always find things to do in any volume you wanted. Being rational in the investment world at a time when other people are losing their minds -- usually all it does is keep you out of something that causes a lot of trouble for other people. If you stayed away from the mania in the high-tech stocks at its peak, you were saved from disaster later, but you didn't make any money.

Should people be investing more abroad, particularly in emerging markets?
Different foreign cultures have very different friendliness to the passive shareholder from abroad. Some would be as reliable as the United States to invest in, and others would be way less reliable. Because it's hard to quantify which ones are reliable and why, most people don't think about it at all. That's crazy. It's a very important subject. Assuming China grows like crazy, how much of the proceeds of that growth are going to flow through to the passive foreign owners of Chinese stock? That is a very intelligent question that practically nobody asks.

What do you think of the U.S. trade and budget deficits -- and their impact on the dollar, which Berkshire is still betting against?
It's not at all clear exactly from some objective bunch of economic data just where the dollar ought to trade compared to the Euro. Who in the hell knows? It's clear that you can't run twin deficits on the scale that the U.S. has forever. As [economist] Herb Stein said, "If something can't go on forever, it will eventually stop." But knowing just when it's going to stop is a very difficult matter.


Is there a bubble in the real estate?
When I see people going to some old flea-bitten old condo and the list price is $1.8 million, and they decide to put it on the market for $2.2 million, and five people start bidding for it, and they sell it for $2.7 million, I say that's a bubble. So there are some bubbly places in the economy. I am amazed at the price of real estate in Manhattan.

So there is some bubble in the game. Is it going to go back to really cheap houses in good neighborhoods in good cities? I don't think so. So I think there will be huge collapses in some places, but, on average, I think that good houses in good places are going to be plenty expensive in future years.

Is there a bubble in energy stocks?
When it gets into these spikes, with shortages and uproar and so forth, people go bananas, but that's capitalism. If the price of automobiles were going up 40% a year, you'd have a boom in auto stocks. But if you stop to think about it, of the companies that you could have bought in, say, 1911, to hold for a long time, one of the very best stocks would have been Rockefeller's Standard Oil Trust. It became almost all of today's integrated oil companies.

How do you feel most corporate citizens behave in the U.S.?
Well, I disapprove of the way most executive compensation is arranged in America. I think it goes to gross excess. And I certainly don't like phony accounting that takes part of the real cost of running the business and doesn't run it through the income account as a charge against the reported earnings. I don't like dishonorable, lying accounting.

Do you think the stock market will return its long-term annualized 10% in the next decade?
A good figure for rational expectation would be no higher than 6%. I think it's unreasonable to assume that the world is going to try to arrange itself so that the inactive, asset-owning class is going to get a much higher share of the GDP than it normally gets. When you start thinking that way, you get into these modest figures. The reason the return has been so good in the past is that the price-earnings ratio went way up.

Ibbotson finds 10% average returns back to 1926, and Jeremy Siegel has found roughly the same back to 1802.
Jeremy Siegel's numbers are total balderdash. When you go back that long ago, you've got a different bunch of companies. You've got a bunch of railroads. It's a different world. I think it's like extrapolating human development by looking at the evolution of life from the worm on up. He's a nut case. There wasn't enough common stock investment for the ordinary person in 1880 to put in your eye.

What do you see for bonds?
The bond market has fewer opportunities now. The short-term rates are the same as the long-term rates, and the premium interest rate you get for taking risk is lower than it ought to be, given the risk. By definition, that's a world in which bond investment is much tougher to do with great advantage.

What do you expect in terms of returns for Berkshire Hathaway?
We have solemnly promised our shareholders that our future returns will be considerably below our previous returns.

But annual reports have been saying that year after year after year.
But lately we've been better at doing what we have long predicted.

What happens to Berkshire after the two of you?
Well, the world will go on and, in my opinion, Berkshire will still be a strong, rich place and with a central culture that will be shrewd and risk-averse. But do I think that we will get another person better than Warren to come in and replace Warren? I think the odds are against it.
http://www.kiplinger.com/features/archives/2005/11/munger.html
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When CEOs Have Warren Buffett in Their Boardroom
What's it like to have America's greatest investor as your shareholder? Buffett's biographer talks to CEOs who know

By Alice Schroeder

Who wouldn't love to pick up the phone and ask Warren Buffett for advice? People have spent more than $1 million just to have lunch with the man. He was voted the most admired corporate director in America by Directorship magazine in 2008. Chief executives of companies he has a stake in laud his patience, foresight, and ability to capture the essence of a complex financial situation in just a few words. They also like the fact that he usually leaves them alone as long as they're getting the job done.

Sometimes Buffett emerges from behind his desk and shows a side of himself that's far less familiar. When he sees something he doesn't like in a company whose shares he owns, the famously passive investor can swing into action to protect his investment—jawboning behind the scenes, scolding, cutting opportunistic deals, even hiring and firing CEOs. For some of those on the receiving end of his activism, it can feel a bit like being attacked by Santa Claus.

Buffett's virtues and philosophy are well known, and at 79, his ability to spread them throughout the business world has never been greater. In mid-February, his holding company, Berkshire Hathaway, (BRK.A) was listed for the first time on the Standard & Poor's 500-stock index, and the stock price and volume jumped as investors rushed in. His annual letter to shareholders, to be released on Feb. 27, is always one of the most parsed memos of the year. Berkshire's purchase of Burlington Northern (BNI) in November 2009—a self-described all-in bet on America—and its $5 billion stake in Goldman Sachs (GS) make Buffett a major stakeholder in the global economic recovery, with tentacles that span from coal to collateralized debt obligations. And his now infamous dressing down of Kraft (KFT) CEO Irene Rosenfeld over Kraft's purchase of Cadbury (CBY) proved that behind that Cherry Coke smile, there's still plenty of bite.

In speaking with CEOS for this story, and in writing the 2008 biography The Snowball with Buffett's cooperation, I learned a great deal about the way he manages the people he counts on to make money for him and his shareholders. He is, in many cases, just as genial and supportive as his persona would lead you to believe. "First my mother and then I have been able to call and ask his advice on matters affecting the company, large and small," says Donald E. Graham, CEO of Washington Post Co (WPO). "His advice has been worth billions to our not-so-large company."

During the credit crunch of March 2008, American Express (AXP) CEO Kenneth I. Chenault had to ask for help from Buffett at a moment when Berkshire's stake in American Express had lost $8 billion because of credit losses and concerns the company could not borrow to fund its operations. One might think Chenault had reason to fear the call. Instead, he knew Buffett, whose company owns 13% of American Express, would be his "confidence booster." Even in the highly charged atmosphere of a financial meltdown, his style is unwavering—"objective, direct, and he knows what he believes," Chenault says. The CEO felt fortunate that Buffett was indifferent to the market pressure on American Express.

At the time, Chenault faced intense pressure to cut the company's payout to investors, as his peers had done. Buffett "understood the reputational reasons why American Express should not cut the dividend," he says, and backed the decision to maintain it. Since the crisis, Berkshire's investment has recovered $4 billion of its value.

When other CEO friends got into trouble during the downturn, Buffett offered them more than advice. William C. Foote, head of wallboard and gypsum product maker USG (USG), first met the investor before Berkshire backstopped a USG stock offering in 2006, buying a 17% stake in the company. Foote tried to impress his new shareholder by reciting housing statistics from the 1960s to the 1980s—and was shocked when Buffett immediately responded with data from the 1940s and 1950s.

Although USG was struggling through bankruptcy, Buffett treated Foote with the benevolent neglect he generally displays toward managers whose companies are cruising. Foote would call occasionally and traveled to Omaha two or three times a year, spending a couple of hours chatting in Buffett's office before eating a steak at one of his favorite restaurants. He "doesn't offer suggestions as much as answer questions and provide perspective," Foote said.

The USG chief found the advice valuable and enjoyed the feeling that Buffett had enough confidence in him not to meddle. Then the housing market imploded and demand for wallboard collapsed. Buffett leaped into the fray in a way that benefited both Berkshire and USG. Berkshire took $300 million of a $400 million issuance of 10% notes convertible until 2018 at Berkshire's discretion into stock at $11.40 per share. (USG was trading at around $5.66 before the deal and is now at about $13.40, meaning the conversion feature is in the money). The equity sweetener effectively raised the cost of the notes, while limiting the impact on USG's income statement to its $30 million annual cash interest tithe to Berkshire, helpful at a time when USG is losing hundreds of millions of dollars a year.

When Buffett is unhappy with a CEO, you can tell mostly from what he doesn't say. "He criticizes by omission and faint praise," says former Wells Fargo (WFC) Chairman Richard M. "Dick" Kovacevich, a longtime friend and world-class manager whom Buffett has compared to Wal-Mart (WMT) founder Sam Walton. "If you are a close observer of him, it's not hard to figure out."

To be publicly criticized by Buffett, even subtly, might send a shiver through any executive who does business with him. It happened to Irene Rosenfeld on Jan. 21, after Kraft agreed to buy the iconic British candy company Cadbury for $13.17 a share. Berkshire is Kraft's biggest shareholder, with a 9.4% stake. Buffett had opposed an earlier version of the deal but said if Kraft put up more cash in a revised deal that didn't "destroy value," he would approve.

Kraft's share price rose because the remarks seemed to indicate that a modestly higher bid could meet his terms as long as it contained less stock. When Rosenfeld carried out a version of the plan, agreeing to pay $7.74 in cash and offer 0.1874 new Kraft shares for each share of Cadbury, investors assumed the two had worked out a deal. On the day it was announced, William Ackman of hedge fund Pershing Square Capital Management appeared on CNBC and predicted the investor would support it.

Instead, minutes later, Buffett turned up on CNBC and called Rosenfeld's agreement with Cadbury a "bad deal" for Kraft shareholders and a "big mistake." His televised griping stunned observers because it was so uncharacteristic. "You would think he would have been happy—she did what he wanted," says a major shareholder who asked not to be named because he values his relationship with both CEOs. "He reversed himself."

Buffett made it clear he thought the revised bid "destroys value." He seemed especially irate that Kraft had sold its profitable frozen pizza business to Nestlé (NSRGY) to raise cash for the Cadbury acquisition (and take its rival out of the bidding for the confectioner). He described the sale price of the pizza business as a cheap nine times earnings (a good deal for a unit that reported significant margin and sales growth during the recession). To avoid a $1 billion tax bill, he argued that Rosenfeld should have spun the unit off tax-free instead. Buffett also seemed to covet the business himself, saying, "I wish I would have bought the pizza business at nine times pretax earnings."


Kraft Senior Vice-President Perry Yeatman says the company respects Buffett and expects him to see the wisdom of the deal someday. Other defenders of Rosenfeld say Buffett's TV appearance was mainly to distance himself from the deal because he didn't get his way. Asked twice by CNBC whether he would sell his Kraft stock, he ducked the question.

Buffett, who did not respond to questions for this article, denied there is a personal rift between him and Rosenfeld; he told CNBC that he likes Rosenfeld, considers her straightforward, and would even have her as a trustee of his will. James M. Kilts, who ran Kraft when it was part of Philip Morris and was CEO of Nabisco before serving as chief of Gillette from 2001 to 2005, is a longtime friend of both. Kilts had no comment on the supposed rift but noted that with Buffett, "It's always business. It's never personal." Buffett's own summation, too, was financial, and he expressed his disappointment in the simplest terms. "I feel poorer," he said.

A FRIEND IN NEED
Buffett's vocal treatment of Kraft is poles apart from his handling of most companies in which Berkshire invests. Usually he is warm, helpful, and waits to be asked for his opinion. Despite receiving $600 million from the Troubled Asset Relief Program, M&T Bank (MTB), another Berkshire investment, remained relatively stable during the credit crisis. Instead of leaning heavily on Buffett, CEO Robert G. Wilmers spent much of his time the past two years sitting in Buffalo and scooping up other distressed banks. Buffett has always had kind things to say about M&T, partly because Wilmers makes sound acquisitions. He mostly talks with Buffett on the phone. "Eighty or 90% of the time it's on my nickel," he says. He thinks of the investor as a "priceless" sounding board who gives superb advice. In one memorable instance, Wilmers turned to him while being pressured by regulators and investment bankers to participate in the first Chrysler bailout in 1979. Buffett's pithy advice: "Those who won't fill your pocket will fill your ears."

This is how Buffett has typically viewed investment bankers: as useless, self-serving windbags, which is why he doesn't waste time befriending them. His one early effort to profit from investing in Wall Street came to tears when he put $700 million of Berkshire's money into Salomon Brothers in 1987. Buffett was a passive board member until he had to personally rescue Salomon after one of its traders defrauded the government in treasury bond auctions and the firm nearly failed. Then he waged a bitter fight over severance with ousted Salomon boss John Gutfreund. Managing an investment bank that was teetering on the brink of bankruptcy for nine months was a miserable experience. Buffett later said an important lesson from Salomon was that he had mistakenly trusted the bank's management.

Given that history, investors were shocked when Buffett poured $5 billion of Berkshire's money into Goldman during the depths of the financial crisis. Goldman is the one firm that Buffett has traded with throughout his career, ever since Goldman banker Byron Trott, who has since left the firm, won his trust around 2002 by finding companies for Berkshire to buy.

As a 10-year-old in 1940, Buffett once told me, he met Goldman senior partner Sidney J. Weinberg during a tour of the New York Stock Exchange (NYX). ("What stock do you like, Warren?" Weinberg asked him.) Until the financial crisis, though, Buffett had never shaken hands with Goldman CEO Lloyd C. Blankfein. Days after the collapse of Lehman Brothers, when it appeared that all major U.S. banks could fail, it was Trott who approached the investor on Goldman's behalf with a deal richer than that offered by any other company. Berkshire paid $5 billion for 10% perpetual preferred shares of Goldman with attached warrants at $115 at a time when the stock was trading at $125 per share, meaning the warrants were already "in the money." If Berkshire had exercised them immediately, it would have netted $10 per share. Buffett's reputation helped Goldman raise another $5 billion of capital, twice as much as it originally sought.

A few days after, Buffett and Blankfein met for the first time and shared a jovial moment at a conference. Buffett later took steps to protect his investment, first by using his personal capital as America's most trusted investor to publicly defend the federal bailout of Wall Street, then—after Goldman fueled public anger by setting aside billions for employee bonuses—by teaming with its management to put up $500 million to assist small businesses.

Buffett, an outspoken critic of CEO greed, pays himself $100,000 a year. He has nearly all the managers of Berkshire's wholly owned businesses set their own pay, and in light of his tiny compensation, they usually err on the low side, too. When it comes to the companies in which Berkshire invests, though, he takes a broader view. Wells Fargo's Kovacevich reaped tens of million from stock options but opposed reporting them as company expenses. Buffett was a vocal advocate of expensing them, but that didn't hurt their relationship in the least.

On the same day that Buffett pummeled Rosenfeld on CNBC, he praised Blankfein to Bloomberg News. "I don't think anybody could have done a better job at Goldman Sachs than Lloyd Blankfein," he said. "I give him enormous credit for how he's run Goldman. You've got to expect vilification of banks." Rosenfeld made Buffett feel poorer. Blankfein is making him noticeably richer.

THE ULTIMATE COMPLIMENT
Buffett is fascinated with executives who display unusual mastery at operating a profitable business. He appreciates the nuances of the craft the way an art patron enjoys watching a sculptor at work. Wells Fargo's Kovacevich is one of his favorite CEO artisans, yet Kovacevich calls Buffett "more hands-off than any investor." He says the two have had, at most, 20 conversations in 10 years, even though the bank is one of Berkshire's most important investments. Kovacevich was CEO of Norwest bank when it acquired Wells Fargo in 1998, and at the time Buffett insisted that Kovacevich not tell him anything that would make him an insider, because that would preclude Berkshire from buying or selling the stock.

When Buffett met Jim Kilts in 2001, he told Fortune that Kilts—who had turned around Nabisco—"made as much sense in terms of talking about business in general as anybody I've ever talked to." Kilts came out of retirement that year to rescue Gillette, doing so partly because he wanted to work with Buffett, since Berkshire owned 9% of the company. The Omaha investor's fondness for him grew rapidly as Gillette's performance rebounded.

At the time, Gillette was suffering from the multibillion-dollar blunder of overpaying for battery maker Duracell. It had also promised investors unrealistic 15% to 20% annual earnings growth, and was channel-stuffing product to its distributors to meet projections. To Buffett's applause, Kilts dropped the practice of issuing earnings guidance entirely. He cut thousands of jobs, closed plants, paid off debt, and shifted resources into new products and advertising.


Even so, Kilts says he tried not to bother Buffett. "It would be so easy to misuse the fact that he was available," Kilts says, "because he would be obligated to talk to me if I picked up the phone." Buffett, he says, was a quiescent board member, but when he did speak "he had such power and weight and clarity that it was memorable." At one board meeting, Kilts proposed increasing directors' pay. Two other directors spoke passionately against the move. Buffett quickly shut down the discussion while saving face for the dissenters by saying, "Well, I'll just take your increase, then."

After the Gillette turnaround, Buffett paid what Kilts considered the ultimate compliment by withdrawing entirely; he resigned from the board. "If you've got the right person running the business," he said at the time, "you don't need me."

WHEN WARREN STANDS BACK
Few companies need Buffett more than Moody's (MCO), the troubled credit-rating agency. Moody's and its peers have been blamed as enablers of the financial crisis because they inflated the credit ratings of dubious mortgage-backed securities. In March 2009, Berkshire owned more than 20% of Moody's. Why, several former ratings analysts ask, didn't the investor light a fire under the board to tighten the company's standards, or speak out? Surely he was as obliged to denounce flawed ratings that endangered the global financial system as he was to offer an opinion of how much Kraft paid for Cadbury.

A former Moody's employee with intimate knowledge of the executive suite there describes Buffett as "not a very engaged investor." (Like most Moody's sources, he asked not to be identified in light of ongoing investigations into the company.) Another insider confirms that senior management of Moody's, including CEO Raymond W. McDaniel Jr., "doesn't have regular conversations with" Buffett nor does it "seek advice from him on corporate governance or business strategy." Moody's declined to comment.

Moody's and Buffett had reason to keep their distance; it's a conflict of interest for the agency to rate a major investor such as Berkshire. Analysts who review a company are supposed to be free of thoughts of what a downgrade might mean to their personal net worth. Moody's discloses the Berkshire conflict in a Securities & Exchange Commission filing.

Even so, one former Moody's analyst describes e-mailing Buffett in 2007 to warn that rating securitized products was a ticking time bomb, and to ask whether he wanted more information. His e-mailed response, says this analyst, said he was a passive investor with a hands-off approach to Moody's. Buffett didn't respond to requests for comment about the e-mail.

It is impossible to quantify the cost of Buffett's disengagement from the rating agency under these unusual circumstances. Moody's stock has since declined more than 50% and investors in asset-backed securities have lost billions. The agency downgraded Berkshire's top AAA rating by one notch in April 2009; Buffett began to sell in July 2009 and has since disposed of about one-third of Berkshire's holdings.

FORCING AN OUSTER
If Moody's is an illustration of what it means to have Buffett's money but not his engagement, Coca-Cola (KO) is a portrait of the investor exploring virtually every kind of relationship with management. For years, Buffett admired Coca-Cola's revered CEO, Roberto Goizueta, and never meddled; Goizueta did not want advice. When the beverage giant began to falter after Goizueta's unexpected death from cancer in 1997, Buffett helped force the early departure in 1998 of Goizueta's successor, M. Douglas Ivester. That year, Coca-Cola stock was at a peak and Berkshire's stake was worth $17 billion. For the next few years, the company meandered further off course, and as it did, Buffett became increasingly involved in trying to set things right. In 2000, Ivester's successor, Douglas N. Daft, proposed buying Quaker Oats for its Gatorade brand. Buffett quashed the idea at a special board meeting, using a trademark one-liner: "We would have given up 2 billion cases a year of Coca-Cola to get something like 400 million cases a year of Gatorade." PepsiCo (PEP) subsequently bought Quaker Oats in a deal that is widely regarded as successful, and the wisdom of Coca-Cola in passing up the opportunity has been debated far and wide. What is not debated is Buffett's influence.

Buffett became deeply disturbed by Coca-Cola's chaotic culture and poor earnings, but few people knew how upset he was because he said little in public. Daft retired in February 2003, citing health reasons. Buffett became directly involved in the CEO search. He tried to charm Kilts into taking the job. When Kilts said no, he tried to recruit former General Electric (GE) CEO Jack Welch. Eventually, Buffett signed off on bringing former Coca-Cola executive E. Neville Isdell out of retirement to stabilize the company. When Isdell retired, he was succeeded by Muhtar Kent, who has offset declines in domestic sales with growth in emerging markets. As Coke's fortunes improved, Buffett's relationship with its CEOs grew more cordial. He withdrew from his activist role, resigning from the board in 2006. Berkshire still owns 200 million shares and 8.6% of Coca-Cola, a stake now worth $11 billion.

BETTING ON A "CHOO-CHOO"
In April 2008, Buffett took a hamburger- and jellybean-fueled trip on a vintage railcar from Kansas City, Mo., to Chicago with Matthew K. Rose, CEO of Burlington Northern Santa Fe (BNI). They used the 430-mile journey to talk over Rose's plans to move the railroad's recent turnaround into high gear. Rose showed his guest Burlington's Chicago intermodal freight yard, which handles containers that move among ships, trains, and trucks without being unloaded. Buffett eventually increased Berkshire's ownership of Burlington to 22%.

In 2009, Rose agreed to sell the rest of the railroad to Berkshire for $26 billion, giving Buffett what he calls his "choo-choo." Buffett described this as an "all-in wager on the economic future of the U.S." He's betting that rail traffic will grow, and imports from Asia will continue to dominate as the economy mends. Burlington is the nation's biggest coal hauler—coal transport represents more than a fifth of its revenues—so he's assuming the world will keep using coal even if the U.S. switches to cleaner energy sources. Lastly, Burlington could be a big winner if railroad rights-of-way become power corridors to conduct energy from wind farms.


Buffett always likes a sweetener, and Burlington gives him one in the form of information. He learns about wallboard demand from USG and consumer-credit trends from American Express, but Rose has called the railroad a kaleidoscope of the economy. Rail traffic patterns are a window on commodity, wholesale, consumer, and international trade flows. Buffett is adding this kaleidoscope to what his other CEOs tell him about the "reset of the consumer" to a lower level of spending. They feed him data from Berkshire's portfolio of companies—sales of building materials, jewelry, furniture, real estate, credit, fractional jets, vacuum cleaners, fabricated steel, newspaper ad lineage, and other products and services. He may now command as much information about the state of the U.S. economy as anyone, including the Federal Reserve—and probably gets his faster.

This should go a long way toward maintaining Rose's relationship with his new boss. What else can he expect now that he works for Buffett? He can call whenever he wants and get the best advice in corporate America, and Buffett will put on events to boost his employees' morale. In return, Rose, who declined comment, needs to make money for Buffett. If he does, he will be celebrated at Berkshire's annual meeting in Omaha—where Buffett sells all of his products to the 35,000 investors who come for the show—and cheered in Berkshire's shareholder letter, Buffett's annual report card on his managers, in which he praises loudly or faintly, or punishes with silence.

There is only one way for a company that's wholly owned by Berkshire to make money for Buffett—by earning it. Berkshire can't offer high-priced deals like USG's and Goldman's to its own businesses when something goes wrong because the proceeds would come straight out of its vault. So Rose's No. 1 job is to keep Burlington out of trouble.

Buffett is betting that Rose can do it. He bought Burlington partly out of confidence in the executive. If all goes right, their dealings will be long, friendly, and mutually profitable. As former Gillette CEO Kilts says, "We had a warm, close, personal relationship, but at the end of the day, I knew it was business."
http://www.businessweek.com/print/magazine/content/10_10/b4169030631058.htm

ask Charlie: How can I get rich

Pabrai: Well the best thing for an individual investor to do is to invest in index funds. But even before we go there, you know, Charlie Munger was asked at one of the Berkshire annual meetings by a young man, "How can I get rich?" And Munger's response was very simple. He said, "If you consistently spend less than you earn and invest it in index funds, dollar-cost average," because you're putting in money every paycheck, he said, "that in, what, 20, 30, or 40 years, you can't help but be rich. It's just bound to happen."
And so any individual investor, if they just put away 5%, 10%, 15% of their income every month, and they just bought into the low-cost index funds, and just two or three of them, to split it amongst them--you're done. There's nothing else to be done. Now if you go to active managers, the stats are pretty clear: 80% to 90% of active managers underperform the indexes. But even the 10% or 20% who do, only one in 200 managers outperforms the index consistently by more than 3% a year. So the chances that an individual investor will find someone who beat the index by more than 3% a year is less than 1%. It's half a percent. So it's not worth playing that game.


=

June 12, 2010

WESCO ANNUAL LETTER 1983, 1984

WESCO 1983 ANNAUL LETTER


To Our Shareholders:

Consolidated ordinary operating income (i.e., before all net gains from sales of securities, mortgages, and important fixed assets) for the calendar year 1983 increased to $8,507,000 ($1.20 per share) from $7,221,000 ($1.02 per share) in the previous year.

Consolidated net income (i.e., after net gains from sales of securities, mortgages, and important fixed assets) decreased to $10,553,000 ($1.48 per share) from $11,502,000 ($1.62 per share) in the previous year.

Wesco has two major subsidiaries, Mutual Savings, in Pasadena, and Precision Steel, headquartered in Chicago and engaged in the steel warehousing and specialty metal products business. Consolidated net income for the two years just ended breaks down as follows (in 000s except for per-share amounts):

...

Mutual Savings

Mutual Savings' ordinary net operating income of $3,046,000 in 1983, represented a decrease of 12.5% from the $3,482,000 figure the previous year. In both years such ordinary net operating income, while economically real and probably of at least average quality as reported savings and loan industry incomes go, was below the top quality possible because such earnings came from income tax savings obtained through inclusion of Mutual Savings in the consolidated income tax return of a parent corporation. Earnings so derived from income tax savings are not of the top quality possible because they have less cushion in reserve against future adversity than earnings from ordinary operating income on which income taxes have been paid in full in cash at the highest corporate rate and are recoverable from the I.R.S. in the event of future operating losses.

Separate balance sheets of Mutual Savings at yearend 1982 and 1983 are set forth at the end of this this annual report. They show (1) total savings accounts rising to $203 million from $168 million the year before, (2) a very high ratio of shareholders' equity to savings account liabilities (probably the highest for any mature U.S. savings and loan association), (3) a substantial portion of savings account liabilities offset by cash equivalents and marketable securities, and (4) a mortgage loan portfolio of about $106 million at the end of 1983, down 12% from the $121 million at the end of 1982. The mortgage loan portfolio at the end of 1983 bore a fixed average interest rate of only 7.48%, probably the lowest for any U.S. savings and loan association and far below the average interest rate which now must be paid to hold savings accounts.

The capital-rich, mortgage-loan-interest-rate-poor position of Mutual Savings came from (1) success many years ago as a construction lender at above-average interest rates, plus (2) sale in 1980 by Mutual Savings of all branch offices (except for one satellite office in a major shopping center across the street from the Pasadena headquarters) under terms where only the lowest-yielding mortgage loans from its large portfolio were retained, plus (3) drastic curtailment by Mutual Savings of mortgage lending following the sale of its branch offices.

Mutual Savings has remained profitable because the adverse effects from its low-yielding, fixed-rate mortgage loan portfolio are more than offset by favorable effects from its large shareholders' equity and a tax-equivalent yield on its marketable securities (utility preferred stocks, tax-exempt bonds, and common stocks) considerable higher than that prevailing on the mortgage loan portfolio of a typical savings and loan association. The low-yielding, fixed-rate mortgage loan portfolio has shrunk form pay-backs at 8.5% per year over the last three years, and the shrinkage is expected to continue at about the same rate.

Mutual Savings has adapted in its own way to the dramatic changes which have occurred in recent years in interest rates and the regulatory structure of the banking and savings and loan industries. At Mutual Savings, as well as the rest of the savings and loan industry, the standard practice used to be to borrow short from savers while lending long on fixed-rate mortgages, to have high financial leverage for shareholders' equity and to grant mortgagors easy prepayment terms. The practice was profitable for decades but always involved something like a "hurricane risk," and the equivalent of a hurricane came in 1981-82 as interest rates rose to unprecedented levels and caused widespread losses. Results were good for shareholders before 1981-82 only because interest rates were stable or rose slowly as mortgage-loan portfolios steadily and rapidly expanded under a regulatory structure which both fostered growth and protected operating margins by requiring that on all insured savings accounts fixed rates be paid that were slightly higher than the low rates specified for banks. Thus a small deposit-attracting rate advantage over banks was given to savings and loan associations, while competitive pressure was dampened for both types of institution.

Although interest rates have subsided from the 1981-82 peak, the low and slowly changing interest rates of former years are plainly gone with the wind, as are the former government-decreed limits on interest rate competition for savings accounts and the favoritism for savings and loan associations over banks. But an agency of the U.S. government (F.S.L.I.C.) continues to insure savings accounts in the savings and loan industry, just as it did before. The result may well be bolder and bolder conduct by many savings and loan associations. A sort of Gresham's Law ("bad loan practice drives out good") may take effect for fully competitive but deposit-insured institutions, through increased copying by cautious institutions of whatever apparent-high-yield loan and investment strategies seem to allow competitors to bid away their savings accounts and yet report substantial earnings. If so, if "bold conduct drives out conservative conduct," there eventually could be widespread insolvencies caused by bold credit extensions come to grief.

And if serious credit-quality troubles come to the savings and loan industry, they will merely add to troubles from the borrowed-short, lent-long-at-fixed-rates problem, which is far from completely removed, and which destroys shareholder wealth at startling speed whenever interest rates are rising rapidly, even when the credit quality of mortgagors or other borrowers is excellent.

Developing a short-term operating plan for Mutual Savings which would sharply increase its reported earnings next year would be a near-absolute cinch. For instance, savings accounts could be expanded greatly by paying a high rate of interest on "jumbo" deposits in $100,000 multiples, and proceeds plus cash equivalents on hand could be placed in long-term mortgages at a substantial current interest spread while, in addition, some origination fees could be "front-ended" into income. However, taking long-term risks into account, it is much harder to find a sound operating plan. Money is the ultimate fungible commodity. In the new order of things, an association is not only in a tough, competitive, commodity-type business on the lending side but also finds that, with decontrol of government-insured rates paid savers, every competitive association has virtually unlimited credit to fund increased lending, by paying premiums over interest rates generally prevailing on savings accounts. Under such conditions, when all risks are considered, including those created by that portion of competitors motivated primarily by short-term effects, it is quite naturally difficult to earn over a long period an attractive return on shareholders' equity. How could it be otherwise?

A few years ago, about the same time Mutual Savings reacted to new conditions by curtailing lending, most other associations decided instead to keep lending aggressively but under new adjustable-rate mortgages under which some portion (but far from all) of the interest rate-fluctuation risk is shifted to the homeowner. Despite widespread use of these new adjustable-rate mortgages, savings and loan industry earnings remain dependent to a material extent, as they always were, on an interest rate spread attributable to: (1) borrowing short while lending long, and/or (2) making loans which can be priced high enough to provide a profit only because they involve very material credit risk, compared to the risk of owning government-backed securities of comparable maturity.

Under present conditions of strong competition from bold competitors accompanied by high interest-rate-fluctuation risk, the results tend to be that each year of reported attractive earnings occurs only in the absence of two now much more likely events: (1) sharply rising interest rates, and (2) widespread credit losses. Thus, each good year reported is a lot like the year when a Texas hurricane insurer reports satisfactory earnings because there have been no hurricanes. Mutual Savings has considerable share of this uncomfortable position and will continue to have it. It has not yet developed a long-term operating strategy with which it is satisfied, and continues to seek one. Just as Mutual Savings has been idiosyncratic in the past as it sold branch offices in 1980 (a practice now being adopted to some extent by other savings and loan associations and major banks), it will probably be idiosyncratic in the future. It will seek some non-standard way of rendering socially constructive service while operating with acceptable profits accompanied by an acceptable level of risk for shareholders' capital, likely gains considered.

Eventually, by maintaining unusual capital strength and liquidity, and by having a parent corporation which does likewise, Mutual Savings hopes to stand in particular favor with federal and state regulatory authorities and be in a position soundly to expand again, perhaps dramatically, and perhaps involving additional shareholder investment in Mutual Savings by the parent corporation.

As part of a program for the anticipated eventual sound expansion of the savings and loan business, Mutual Savings in 1983, without heaving promotion or advertising, consistently paid about 1/2% per annum more than most competitors on so-called "money market rate accounts" of moderate size. This type of savings account is repayable on demand without penalty and allows up to three withdrawals by check each month. Most of Mutual Savings' "money market rate accounts" are in the range of $10,000 to $100,000. Mutual Savings' practice of bidding up slightly for this one type of account penalized 1983 earnings to a small extent and caused the bulk of the reported $36 million growth in savings.

Precision Steel

Wesco's Precision Steel subsidiary, located in the outskirts of Chicago at Franklin Park, Illinois, was acquired for approximately $15 million on February 28, 1979. The price was roughly book value for a company which carried its inventories on a conservative LIFO account basis and which contained significant cash balances. More important, it had reached its position from a modest beginning through maintenance of sound, customer-oriented business values inculcated over a long time by a gifted founder and his successors. Precision Steel owns a well-established steel service center business and a subsidiary engaged in the manufacture and distribution of tool room supplies and other specialty metal products.

Precision Steel's business contributed $1,622,000 to ordinary net operating income in 1983, up 396% compared with $327,000 in 1982. Most of the increase was caused by (1) generally improved conditions in the cold-rolled strip steel market, and (2) absence in 1983 of an unusual loss which occurred in 1982 from correction of a business mistake (in which the present chairman of Wesco personally participated), namely a venture in the measuring tool distribution business which with better judgment would not have been authorized.

Under the leadership of David Hillstrom, Precision Steel's businesses are now satisfactory, taking into account the financial leverage put into Wesco's consolidated picture incident to their acquisition. The improvement from disappointing performance in 1982 is welcome. No dramatic change is expected in 1984 in either direction.

Shortly after Wesco's purchase of Precision Steel, a substantial physical expansion of steel warehousing facilities was authorized involving a new building in Charlotte, North Carolina. The new building and the whole North Carolina operation are now successful, contributing $7,605,000 to sales in 1983 at a profit percentage higher than has prevailed in the long-established Chicago headquarters' facility.

Precision Steel's businesses, despite their mundane nomenclature, are steps advanced on the quality scale from mere commodity-type businesses. Many customers of Precision Steel, needing dependable supply on short notice of specialized grades of high quality, cold-rolled strip steel, reasonable prices, technical excellence in cutting to order, and remembrance when suppliers are short, rightly believe that they have no fully comparable alternative in Precision Steel's market area. Indeed, many customers at locations remote from Chigago and Charlotte (for instance, Los Angeles) seek out Precision Steel's service.

Wesco remains interested in logical expansion of Precision Steel's businesses, using liquid assets.

All Other Ordinary Net Operating Income

All other ordinary net operating income, net of interest paid and general corporate expenses, rose to $3,839,000 in 1983 from $3,412,000 in 1982. Sources were rents ($2,609,000 gross, including rent form Mutual Savings) from Wesco's Pasadena office building block (predominately leased to outsiders although Mutual Savings is the ground floor tenant) and interest and dividends from cash equivalents and marketable securities held by Precision Steel and its subsidiaries at the parent company level.

Net Gains on Sales of Securities, Mortgages and Important Fixed Assets

Wesco's consolidated balance sheet retains a strength befitting a company whose consolidate net worth supports large outstanding promises to others. As indicated in note 2 to the accompanying financial statements, the aggregate market value of Wesco's marketable securities was higher than their aggregate cost at December 31, 1983 by about $29 million. In addition, Wesco's Pasadena office building block (containing about 155,000 net rentable square feet including Mutual Savings' space) has a market value substantially in excess of carrying value. The mortgage debt ($5,166,000 at 9.25% fixed against this real property now exceeds its depreciated carrying value ($3,077,000) in Wesco's balance sheet at December 31, 1983. Wesco remains in a prudent position when total debt is compared to total shareholders' equity and total liquid assets. Wesco's practice has been to do a certain amount of long-term borrowing in advance of specific need, in order to have maximum financial flexibility to face both hazards and opportunities.

It is expected that the balance sheet strength of the consolidated enterprise will in due course be used in one or more business extensions. The extension activity, however, requires some patience, as suitable opportunities are not always present.

As indicated in Schedule I accompanying Wesco's financial statements, common stock investments, both those in the savings and loan subsidiary and those held temporarily elsewhere pending sale to fund business extension, tend to be concentrated in very few companies. Through this concentration practice better understanding is sought with respect to the few decisions made.

The ratio of Wesco's annual consolidated net income to consolidated shareholders' equity, about 9% in 1982-83, is not yet attractive from the Wesco shareholders' point of view. Wesco, started as a savings and loan holding company in what became a very tough business, has been proceeding slowly under shortened sail instead of trying to make fast time by getting all canvas aloft. However, progress ultimately helpful to shareholders is not restricted to what shows up in the income account. Recent increases in balance sheet strength are expected to be useful in the future.

On January 26, 1984, Wesco increased its regular quarterly dividend from 131/2 cents per share to 141/2 cents per share, payable March 7, 1984 to shareholders of record as of the close of business on February 14, 1984.

This annual report contains Form 10-K, a report filed with the Securities and Exchange Commission, and includes detailed information about Wesco and its subsidiaries as well as audited financial statements bearing extensive footnotes. We invite your careful attention to these items.

Retirement of Louis Vincenti

Late in 1983 Louis Vincenti retire from Wesco on account of health. He had served 28 years, the last 10 as Chief Executive Officer. Before joining Wesco, as a partner in Hahn and Hahn, he was one of Southern California's great attorneys. Before practicing law he had starred spectacularly as both student and athlete at Stanford.

Wesco had a net worth of about $5 million when he joined it in 1955. As he retires the net worth of Wesco is about $124 million, and, in addition, cash dividends of about $26 million have been paid out to shareholders over the years. The consolidated enterprise first made extraordinary profits as a construction lender, then went through the 1981-82 criss period ... the savings and loan industry reporting steady profits, paying dividends which increased each year, and piling up more capital outside the troubled savings and loan business as a start was made at diversifying sources of operating income.

The entire record was accompanied by much philanthropic and public service and service to the savings and loan industry by Mr. Vincenti. All who know him admire him, in whom generosity, acuity, diligence and a totally forthright manner as so happily joined. In a career of extraordinary length as well as distinction, he came to work before 7:30 each morning until very shortly before he retired at age 77.

There are not many men in the world like Louis Vincenti. Wesco has been a very fortunate corporation to be guided so long by such a man.

Mr. Vincenti's colleagues who replaced him are Charles T. Munger as Chairman and Chief Executive Officer of Wesco and Mutual Savings and Harold R. Dettmann as President of Mutual Savings. Mr. Munger is also Vice Chairman of Berkshire Hathaway Inc., 80% owner of Wesco. Mr. Dettmann for many years served as operating manager next in line to Mr. Vincenti.

February 3, 1984

WESCO 1984 ANNUAL LETTER
To Our Shareholders:

Consolidated "normal" operating income (i.e., before all unusual operating income and all net gains from sales of securities) for the calendar year 1984 increased to $10,060,000 ($1.42 per share) from $8,507,000 ($1.20 per share) in the previous year.

Consolidated net income (i.e., after unusual operations income and all net gains from sales of securities), increased to $23,656,000 ($3.32 per share) from $10,553,000 ($1.48 per share) in the previous year.

Despite the high numbers reported, 1984 was a so-so year in terms of real gain in strength. While "normal" net operating income increased satisfactorily, total net income was swollen in a major way only because of an unusual item of operating income and the cashing in of some unrealized appreciation in marketable securities which had occurred in the earlier years.

Wesco has two major subsidiaries, Mutual Savings, in Pasadena, and Precision Steel, headquartered in Chicago and engaged in the steel warehousing and specialty metal products businesses. Consolidated net income for the two years just ended breaks down as follows (in 000s except for per-share amounts):

...

The foregoing breakdown (of the same aggregate earnings) differs somewhat from that used in audited financial statements, which follow standard accounting convention as interpreted from time to tome by Wesco's outside auditor. The supplementary breakdown of earnings is furnished because it is considered useful to shareholders.

Much of this letter is a word-for-word repeat of last year's letter with updated numbers. The repetition of wording occurs because it is believed (1) that the duplicated material remains correct and is worth repeating, and (2) that in Wesco's case any time and money required to change wording would be better spent elsewhere.

Parsimony, however, does not wholly predominate. So much kidding occurred concerning the 1960s automobiles in the old photograph of the Mutual Savings' building, which was used in last year's annual report to avoid incurring the cost of a new photograph, that the purse has been opened a little. Shareholders comparing the new photograph (on the inside front cover of this report) with the old will note that the trees have grown a lot in the intervening years. Fortunately, so has the value of the building. See the last section of this letter. The building, which works very well and attracts high quality tenants regarded as friends, is a constant reminder of the good sense of Louis R. Vincenti and Richard D. Aston, the Wesco executives responsible for its creation.

Mutual Savings

Mutual Savings' "normal" net operating income of $3,476,000 in 1984, represented an increase of 14.1% from the $3,046,000 figure the previous year. In both years such "normal" net operating income, while economically real and probably of at least average quality as reported savings and loan industry incomes go, was below the top quality possible because such earnings came entirely or partly from income tax savings obtained through inclusion of Mutual Savings in the consolidated income tax return of a parent corporation. Earnings so derived from income tax savings are not of the top quality possible because they can be impaired by future changes in tax laws and have less cushion in reserve against future adversity than earnings from ordinary operating income on which income taxes have been paid in full cash at the highest corporate rate and are recoverable from the I.R.S. in the event of future operating losses.

Separate balance sheets of Mutual Savings at yearend 1983 and 1984 are set forth at the end of this annual report. They show (1) total savings accounts rising to $228 million from $203 million the year before, (2) a very high ratio of shareholders' equity to savings account liabilities (probably the highest for any mature U.S. savings and loan association), (3) a substantial portion of savings account liabilities offset by cash equivalents and marketable securities, and (4) a loan portfolio (mostly real estate mortgages) of about $95 million at the end of 1984, down 11% from the $107 million at the end of 1983. The loan portfolio at the end of 1984 bore a fixed average interest rate of only 7.63% probably the lowest for any U.S. savings and loan association and far below the average interest rate which now must be paid to hold savings accounts.

The capital-rich, mortgage-loan-interest-rate-poor position of Mutual Savings came from (1) success many years ago as a construction lender at above-average interest rates, plus (2) sale in 1980 by Mutual Savings of all bran offices (expect for one satellite office in a major shopping center across the street from the Pasadena headquarters) under terms where only the lowest-yielding mortgage loans from its large portfolio were retained, plus (3) drastic curtailment by Mutual Savings of mortgage lending following the sale of its branch offices, plus (4) profits in every recent year, no matter how high interest rates went.

Mutual Savings has remained profitable because the adverse effects from its old low yielding, fixed-rate mortgage loan portfolio are more than offset by favorable effects from its large shareholders' equity and a tax-equivalent yield on its marketable securities (utility preferred stocks, tax-exempt bonds and common stocks) considerable higher than that prevailing on the mortgage loan portfolio of a typical savings and loan association. The old low-yielding, fixed rate mortgage loan portfolio has shrunk from pay backs at 9.8% per year over the last three years, and the shrinkage is expected to continue at about the same rate. With portfolio shrinkage, loan credit quality problems have been reduced to a meaningless trace, because the old mortgages have large real estate equities supporting secured credit extended. And the foreclosed property on hand (mostly 22 vacant, largely oceanfront, acres in Santa Barbara) over a long holding period has plainly become worth considerably most than its $2 million balance sheet carrying cost.

It should be noted, however, that Mutual Savings' total mortgage loan portfolio did not, in substance as distinguished from accounting form, decrease in 1984 by the 11% mentioned above, determined by comparing audited year end balance sheet totals for loans. Mutual Savings has agreed to buy in 1986 U.S. Government guaranteed mortgage equivalents (GNMA certificates) at a price of about $19 million and has pre-funded this forward commitment by buying U.S. Treasury Notes maturing near the time the certificates will be purchased. After taking into account this forward commitment to purchase GNMA certificates, Mutual Savings' total mortgage loan portfolio has, in substance, increased by about 7% in 1984.

The 1984 increase in substance of mortgages owned reflects Mutual Savings' intention to keep at least 60% of assets in mortgages or mortgage equivalents, exactly as the Federal Home Loan Bank Board wisely exhorts the savings and loan industry to do if it expects to remain under a regulatory system separate from that of banks. And as a result of anticipated steady shrinkage through repayment of remaining old 7.63% mortgages, combined with purchases of new mortgages or mortgage equivalents bearing much higher interest rates, Mutual Savings expects in due course significantly to raise the average rate of interest on the entire mortgage loan portfolio, thus improving earnings so long as interest rates on savings accounts do not greatly increase. The GNMA certificates purchased for 1986 delivery at a price of about $19 million are expected to yield about 15% on such price, getting under way the process "blending" the mortgage loan portfolio yield to a higher average level.

Mutual Savings has adapted in its own way to the dramatic changes which have occurred in recent years in interest rates and the regulatory structure of the banking and savings and loan industries. At Mutual Savings, as well as the rest of the savings and loan industry, the standard practice used to be to borrow short from savers while lending long on fixed-rate mortgages, to have high financial leverage for shareholders' equity and to grant mortgagors easy prepayment terms. The practice was profitable for decades but always involved something like a "hurricane risk," and the equivalent of a hurricane came in 1981-82 only because interest rates were stable or rose slowly as mortgage-loan portfolios steadily and rapidly expanded under a regulatory structure which both fostered growth and protected operating margins by requiring that on all insured savings accounts fixed rates be paid that were slightly higher than the low rates specified for banks. Thus a small deposit-attracting rate advantage over banks was given to savings and loan associations, while competitive pressure was dampened for both types of institutions.

Although interest rates have subsided from the 1981-82 peak, the low and slowly changing interest rates of former years are plainly gone with the wind, as are the former government0decreed limits on interest rate competition for savings accounts and the favoritism for savings and loan associations over banks. But an agency of the U.S. Government (...) continues to insure savings accounts in the savings and loan industry, just as it did before. The result may well be bolder and bolder conduct by many savings and loan associations. A sort of Gresham's Law ("bad loan practice drives out good") may take effect for fully competitive but deposit-insured institutions, through increased copying by cautions institutions of whatever apparent-high-yield loan and investment strategies seem to allow competitors to bid away their savings accounts and yet report substantial earnings. If so, if "bold conduct drives our conservative conduct," there eventually could be widespread insolvencies caused by bold credit extensions come to grief.

And if serious credit-quality troubles come to the savings and loan industry, they will merely add to troubles from the borrowed-short, lent-long-at-fixed-rates problem, which is far from completely removed, and which destroys shareholder wealth at startling speed whenever interest rates are rising rapidly, even when the credit quality of mortgagors or other borrowers is excellent.

The Federal Home Loan Bank Board, under its current Chairman Edwin R. Gray shares Wesco's concerns. Wesco approves its attempts by regulation and by "jaw-boning" to limit follies to come from (1) sharing the U.S. Government's credit with optimistic new entrants to the savings and loan business, often coming from the real estate development and stock brokerage businesses, given ample scope to venture under widened investment authority, and (2) high financial leverage throughout the savings and loan industry, combined with continuing maturity mismatch of fixed rate assets and liabilities. Logic and history would suggest that Mr. Gray is right to pull on the reins, but this is an unpopular task since many powerful activity-cravers feel the bit and create political heat in opposition to even limited (and almost surely inadequate) financial discipline which would protect the federal deposit-insurance system by demanding a significant margin-of-safety factor in financial institutions, just as in bridges. Wesco is not optimistic either that the present rules of the savings and loan game will stand the test of time or that drastic changes in the rules will occur until huge future trouble comes, sooner or later.

Developing a short-term operating plan for Mutual Savings which would sharply increase its reported earnings next year would be a near-absolute cinch. For instance, savings accounts could be expanded greatly by paying a high rate of interest on "jumbo" deposits in $100,000 multiples, and proceeds plus cash equivalents on hand could be placed in long-term mortgages at substantial current interest spread while, in addition, some origination fees could be "front-ended" into income. However, taking long-term risks into account, it is much harder to find a sound operating plan. Money is the ultimate fungible commodity. In the new order of things, an association is not only in a tough, competitive, commodity-type business on the lending side but also finds that, with decontrol of government-insured rates paid savers, every competitive association has virtually unlimited credit to fund increased lending, by playing premiums over interest rates generally prevailing on savings accounts. Under such conditions when all risks are considered, including those created by that portion of competitors motivated primarily by short-term effects, it is quite naturally difficult to earn over a long period an attractive return on shareholders' equity. How could it be otherwise?

A few years ago, about the time Mutual Savings reacted to new conditions by curtailing lending and financial leverage, most other associations decided instead to keep lending aggressively but under new adjustable-rate mortgages under which some portion (but far from all) of the interest-rate-fluctuation risk is shifted to the homeowner. Despite widespread use of these new adjustable-rate-mortgages, savings and loan industry earnings remain dependent to a material extent, as they always were, on an interest rate spread attributable to: (1) borrowing short while lending long, and/or (2) making loans which can be priced high enough to provide a profit only because they involve a very material credit risk, compared to the risk of owning government-backed securities of comparable maturity.

Under present conditions of strong competition from bold competitors accompanied by high interest-rate-fluctuation risk, the result tends to be that each year of reported attractive earnings in the savings and loan industry occurs only in the absence of two now much more likely events: (1) sharply rising interest rates, and (2) widespread credit losses. Thus, each good year reported is a lot like the year when a Texas hurricane insurer reports satisfactory earnings because there have been no hurricanes. Mutual Savings has a considerable share of this uncomfortably position and will continue to have it. It has not yet developed a long-term operating strategy with which it is satisfied and it continues to seek one. Just as Mutual Savings has been idiosyncratic in the past as it sold branch offices in 1980 (a practice since adopted to some extent by other savings and loan associations and major banks), it will probably be idiosyncratic in the future. It will seek some non-standard way of rendering socially constructive service operating with acceptable profits accompanied by an acceptable level or risk for shareholders' capital, likely gains considered.

Eventually, by maintaining unusual capital strength and liquidity, and by having a parent corporation which does likewise, Mutual Savings hopes to stand in particular favor with federal and state regulatory authorities and be in a position soundly to expand again, perhaps dramatically, and perhaps involving additional shareholder investment in Mutual savings by the parent corporation.

Recent growth in savings accounts, considered on an incremental-effects basis, constitutes loss business, because Mutual Savings has incurred in interest and other expense more than it has received from employing proceeds in short-term interest-bearing investments far above regulatory requirements for liquidity. Moreover, some of the attendant expense may not have hit the books. In due course (starting in 1985) Mutual Savings, which with its large ratio of shareholders' equity to total liabilities imposes a virtually zero risk on FSLIC (the U.S. agency which insures safety of accounts in savings and loan associations), will be required to pay FSLIC extra insurance premiums, based on Mutual Savings' gross size, to help fund FSLIC's protection of account holders in other savings and loan associations finally recognized as insolvent. In this process Mutual Savings, in effect, will retroactively pay extra interest-equivalent expense by reason of having attracted new savings. Mutual Savings' position at the moment is like that of a sober and careful automobile driver of 2000 miles per year, disadvantaged by his limited activity, yet forced to pay mutualized, standardized insurance premiums so long as he lives based on inclusion in a liability insurance pool (1) which is composed almost entirely of much worse risks, (2) which contains a considerable number of traveling salesmen previously convicted of drunk driving, and (3) which discovers liabilities, partly through institutional design, long after their occurrence. Deliberate growth in savings, under such conditions, reflects considerable optimism, perhaps Micawberish, that Mutual Savings will eventually have better ideas and opportunities and that its officers (including the Chairman) will make fewer of the sort of mistakes in which they participated in the past, leading to difficulties now decried.

The forgoing comments, designed to communicate reality for Wesco shareholders as it appears to Wesco management, should not be taken as criticism of the FSLIC management. In recent years FSLIC management has bordered on heroic, considering economic and legal changes, political pressures, extraordinary work burden, novel problems, and limited resources.

Precision Steel

Wesco's Precision Steel subsidiary, located in the outskirts of Chicago at Franklin Park, Illinois, was acquired for approximately $15 million on February 28, 1979. The price was roughly book value for a company which carried its inventories on a conservative LIFO accounting basis and which contained significant cash balances. More important, it has reached its position from a modest beginning through maintenance of sound, customer-oriented business values inculcated over a long time by a gifted found and his successors. Precision Steel owns a well-established steel service center business and a subsidiary engaged in the manufacture and distribution of tool room supplies and other specialty metal products.

Precision Steel's businesses contributed $2,034,000 to "normal" net operating income in 1984, up 25% compared with $1,622,000 in 1983. Such a sharp increase in 1984 profit was not anticipated and was largely attributable to (1) increased sales (up 20% to $55, 098,000) and (2) some favorable quantity-order prices on steel purchased.

Under the leadership of David Hillstrom, Precision Steel's businesses are now quite satisfactory, taking into account the financial leverage put into Wesco's consolidated picture incident to their acquisition. The 1984 year could be a hard act to follow.

Shortly after Wesco's purchase of Precision Steel, a substantial physical expansion of steel warehousing facilities was authorized, involving a new building in Charlotte, North Carolina. The new building and the whole North Carolina operation are now very successful, contributing $8,589,000 to sales in 1984 at a profit percentage higher than has prevailed in the long-established Chicago headquarters' facility.

Precision Steel's businesses, despite their mundane nomenclature, are steps advanced on the quality scale from mere commodity-type businesses. Many customers of Precision Steel, needing dependable supply on short notice of specialized grades of high quality, cold-rolled strip steel, reasonable prices, technical excellence in cutting to order, and remembrance when suppliers are short, rightly believe that they have no fully comparable alternative in Precision Steel's market area. Indeed, many customers at locations remote from Chicago and Charlotte (for instance, Los Angeles) seek out Precision Steel's service.

Wesco remains interested in logical expansion of Precision Steel's businesses, using liquid assets available. 

All Other "Normal" Net Operating Income

All other "normal" net operating income, net of interest paid and general corporate expenses, rose to $4,550,000 in 1984 from $3,839,000 in 1983. Sources were (1) rents ($2,078,000 gross, excluding rent from Mutual Savings) from Wesco's Pasadena office building block (predominately leased to outsiders although mutual savings is the ground floor tenant) and (2) interest and dividends from cash equivalents and marketable securities held by Precision Steel and its subsidiaries and at the parent company level. 

Net Gains on Sales of Securities

Wesco's aggregate net gains on sales of securities, combined, after income taxes increased to $13,138,000 in 1984 from $2,046,000 in 1983. The large 1984 gains do not indicate special acumen or good fortune in 1984. It merely happened that in 1984 unrealized appreciation occurring in previous years was cashed in. 

A $1,080,000 portion of 1984 securities gains, if a different accounting treatment has been used, would have been both (1) shifted to a different income category and (2) increased by $1,765,000. See next section. 

Unusual Income and Certain Accounting Quirks in 1984 Reporting

Wesco's consolidated audited figures for net earnings contained in this Annual Report are lower by $1,328,000 in aggregate ($.19 per share) with respect to the nine months ended September 30, 1984, then the figures contained in Wesco's previously-issued quarterly reports covering such nine months. 

The downward restatement of earlier reported earnings occurred because, after the close of the year, Wesco's outside auditor made an unanticipated interpretation of generally accepted accounting principles applicable to an unusual business transaction. 

The unusual business transaction was cash paid by General Foods for transfer of General Foods' stock from Wesco to General Foods under a written arrangement with General Foods, specifying intention to create an exact dividend-equivalent, which kept Wesco's percentage ownership of General Foods the same at all times. Under such circumstances, income tax law quite naturally treats all proceeds of the in-form "sale" of General Foods stock as a dividend, which is the I.R.S. view as well as Wesco's view of the underlying economic substance. Last year, in a virtually identical case, Wesco's outside auditor approved, for the consolidated group of which Wesco is a part, financial statements including accounting treatment in conformity with in-substance dividend reporting to the I.R.S. and Wesco's 1984 quarterly reports of earnings followed this precedent with no objection. But, after much deliberation, the outside auditor's opinion early in 1985 came down in favor of treating the 1984 transactions with General Foods as sales instead of dividend-equivalents, except that income tax provision continued to be computed on the in-substance dividend basis. 

From the Wesco shareholders' vantage point the result from the outside auditing decision made is that the error, if any, existing in the audited accounts by reason of the Wesco-auditor disagreement is now on the side of underreporting income. Wesco's audited net income for the full year 1984 is now lower by $1.765,000 ($.25 per share) than would have been reported if all proceeds of the 1984 business transaction with General Foods had been reported as unusual dividends or dividend-equivalents, following Wesco's view of substance. Either way, any income from the Wesco-General Foods business transaction is reported as "unusual" or from an irregular source (securities gains), and, either way, the 1984 year end balance sheet is exactly the same, expect that in one case (Wesco's view) the after-tax balance sheet carrying cost would have been $1,765,000 higher for an identical number of General Foods' shares owned with the $1,765,000 increase augmenting book net worth of Wesco. 

While Wesco disagrees with its outside auditor on the accounting issues, Wesco can find something to applaud in (1) a de-emphasis of year-to-year consistency in search for an answer best in the auditors latest view and (2) an auditor's favouring of a decision, where is has any doubt, which may err on the side of under-reporting income, considering a common tendency of corporate clients to favor decisions in the opposite direction. 

Were Wesco running a national accounting partnership it would want a system where a high-ranked partner, free of business-retaining pressure, could reverse accounting decisions urged by field partners, so Wesco can hardly complain about the inconsistent messages from an audit-management system which forced Wesco in 1984 to change at year end quarterly income figures earlier reported. However, in thesis murky case, where we happen to know that one of the country's most eminent accountants agrees with the Wesco view, we must admit to minor irritation with the fates. Wesco makes special effort aimed at high-quality reporting to shareholders. (For instance, only with respect to competitively proprietary information, such as transactions in marketable securities, does Wesco consciously keep communication with shareholders to the legal minimum.) Thus when the audit quality-control system of its outside C.P.A. firm selects Wesco for forced restatement of numbers previously given shareholders, we feel much as if we were a duty-obsessed engineering system at Brigham Young University accidentally tear-gassed by the national guard in a necessary program to control campus unrest. 

The subject of this restatement of a a small part of Wesco's earnings is covered at length here only because, must more often than not, it is a bad sign for shareholders when a full year-end audit decreases income reported as earned in previous quarterly reports. A full explanation is therefore appropriate. 

The inconsistency between quarterly and financial income figures is not the only accounting quirk in Wesco's audited 1984 financial statements. It seems odd, as high-lighted above in the unconventional breakdown of earnings, that unrealized appreciation of $458,000 in a forward commitment to buy mortgage-equivalents was taken into Mutual Savings' income in 1984, which happened because the commitment was made in a futures market on a commodities exchange. A forward commitment to buy the same mortgage equivalents, made in some other manner, for instance by simple contract, would not, under the applicable accounting rules, result in the same unrealized appreciation's being reported as income. And, even though the unrealized appreciation is recognized as income in the 1984 earnings statement, shareholders must look deep into a footnote to the audited 1984 financial statements to find the only reference to the mortgage equivalents which produced the appreciation. The balance sheet standing alone discloses only short-term investments (U.S. Treasury Notes in this instance) the proceeds of which will be used in 1986 to close the forward commitment to buy the mortgage equivalents. 

It also seems odd, in view of the substantial additional costs FSLIC membership will in the near future impose on Mutual Savings, that prepaid FSLIC premiums amounting to $(illegible) are included in the audited consolidated balance sheet, without offset for anticipated new cost of sharing FSLIC liabilities. We do not object to the accounting convention at work. All complexities and interests considered, the accounting profession is doing all right by the civilization; the FSLIC relationship has long been a valuable asset in the savings and loan industry with its mutualized nature of no practical adverse consequence; and both accounting and public policy considerations disfavor quick invention of new accounting convention to anticipate in current financial statements future increases in burden from FSLIC membership by reason of facts already known. 

But quirks (at least as diagnosed by Wesco) required (probably wisely, on balance) by accounting convention, do contribute to causing Wesco to break down and discuss its earnings unconventionally in its management letter and also to call shareholders' attention to audit footnotes. The use of both footnotes and letter is needed for a best-feasible understanding of economic reality as it appears to Wesco management. 

It is recognized, of course, by most certified public accountants as well as by Wesco that audited statements alone, unless accompanied by a letter giving managements view of economic reality where inconsistent with the image created by accounting convention, is an improperly incomplete form of annual communication with corporate owners. there is a limit to the communication which properly standardized accounting can create, and Wesco's outside auditors (and its parent company's auditors) over the years have been quite supportive of Wesco's approach to expanding numerate communications in the management letter, even though outside auditor jurisdiction. 

Written arrangements creating the issue of unusual dividend-equivalent income, of the type which caused reporting quirks in 1984 as a result of transactions with General Foods, can hardly be expected to be made year after year. However, Wesco does anticipate, based on an agreement already signed, that in 1985 more of the same sort of transactions will occur with General Foods, probably somewhat smaller in aggregate amount than 1984.

Consolidated Balance Sheet and Related Discussion

Wesco's consolidated balance sheet (1) retains a strength befitting a company whose consolidated net worth supports large outstanding promises to others and (2) reflects a continuing failure to acquire additional businesses because none are found available, despite constant search, at prices deemed rational when the interest of Wesco shareholders is taken into account. 

As indicated in Note 2 to the accompanying financial statements, the aggregate market value of Wesco's marketable equity securities was higher than their aggregate cost at December 31, 1984 by about $13 million, down sharply from about $29 million one year earlier. 

Wesco's Pasadena office building block (containing about 165,000 net rentable square feet including Mutual Savings' space) has a market value substantially in excess of carrying value, demonstrated by (1) mortgage debt ($5,182,000 at 9.25% fixed) against this real property not exceeding its depreciated carrying value ($3,069,000) in Wesco's balance sheet at December 31, 1984, and (2) substantial current net cash flow to Wesco after debt service on the mortgage. 

Wesco remains in a prudent position when total debt is compared to total shareholders' equity and total liquid assets. Wesco's practice has been to do a certain amount of long term borrowing in advance of specific need, or order to have maximum financial flexibility to face both hazards and opportunities. 

It is expected that the balance sheet strength of the consolidated enterprise will in due course be used in one or more business extensions. The extension activity, however, requires some patience, as suitable opportunities are not always present. 

As indicated in Schedlue I accompanying Wesco's financial statements, common stock investments, both those in the savings and loan subsidiary and those held temporarily elsewhere pending sale to fund business extension, tend to be concentrated in very few companies. Through this concentration practice better understanding is sought with respect to the few decisions made. 

The ratio of Wesco's annual reported consolidated net income to reported consolidated shareholders' equity, about 13% in 1982-84, (1) was dependent to a considerable extent on securities gains, irregular by nature, and (2) nonetheless leaves something to be desired from the Wesco shareholders' point of view. Wesco began life as a savings and loan holding company in what became a very tough industry in which the real value, as distinguished from the reported book value, of most shareholders' equity became impaired, particularly in 1981-82. Damaged along with the rest of the its industry, Wesco has been proceeding slowly under shortened sail, while it assesses damage and repairs the ship, instead of trying to make fast time by getting all canvas aloft. However, progress ultimately helpful to shareholders has not been restricted to what has shown up neatly in the income account covering this period. Increases over recent years in both (1) aggregate reported shareholders' equity and (2) the percentage of such equity outside Wesco's savings and loan segment are expected to be useful in the future. 

On January 24, 1985, Wesco increased its regular quarterly dividend from 141/2 cents per share to 15/1/2 cents per share, payable March 7, 1985 to shareholders of record as of the close on February 19, 1985.

This annual report contains Form 10-K, a report filed with the Securities and Exchange Commission, and includes detailed information about Wesco and its subsidiaries as well as audited financial statements bearing extensive footnotes. As usual, your careful attention is sought with respect to these items. 

Charles T. Munger
Chairman of the Board