BERKSHIRE HATHAWAY INC.

To the Shareholders of Berkshire Hathaway Inc.:

     This past year our registered shareholders increased from 
about 1900 to about 2900.  Most of this growth resulted from our 
merger with Blue Chip Stamps, but there also was an acceleration 
in the pace of “natural” increase that has raised us from the 
1000 level a few years ago.

     With so many new shareholders, it’s appropriate to summarize 
the major business principles we follow that pertain to the 
manager-owner relationship:

   o Although our form is corporate, our attitude is 
partnership.  Charlie Munger and I think of our shareholders as 
owner-partners, and of ourselves as managing partners.  (Because 
of the size of our shareholdings we also are, for better or 
worse, controlling partners.) We do not view the company itself 
as the ultimate owner of our business assets but, instead, view 
the company as a conduit through which our shareholders own the 
assets.

   o In line with this owner-orientation, our directors are all 
major shareholders of Berkshire Hathaway.  In the case of at 
least four of the five, over 50% of family net worth is 
represented by holdings of Berkshire.  We eat our own cooking.

   o Our long-term economic goal (subject to some qualifications 
mentioned later) is to maximize the average annual rate of gain 
in intrinsic business value on a per-share basis.  We do not 
measure the economic significance or performance of Berkshire by 
its size; we measure by per-share progress.  We are certain that 
the rate of per-share progress will diminish in the future - a 
greatly enlarged capital base will see to that.  But we will be 
disappointed if our rate does not exceed that of the average 
large American corporation.

   o Our preference would be to reach this goal by directly 
owning a diversified group of businesses that generate cash and 
consistently earn above-average returns on capital.  Our second 
choice is to own parts of similar businesses, attained primarily 
through purchases of marketable common stocks by our insurance 
subsidiaries.  The price and availability of businesses and the 
need for insurance capital determine any given year’s capital 
allocation.

   o Because of this two-pronged approach to business ownership 
and because of the limitations of conventional accounting, 
consolidated reported earnings may reveal relatively little about 
our true economic performance.  Charlie and I, both as owners and 
managers, virtually ignore such consolidated numbers.  However, 
we will also report to you the earnings of each major business we 
control, numbers we consider of great importance.  These figures, 
along with other information we will supply about the individual 
businesses, should generally aid you in making judgments about 
them.

   o Accounting consequences do not influence our operating or 
capital-allocation decisions.  When acquisition costs are 
similar, we much prefer to purchase $2 of earnings that is not 
reportable by us under standard accounting principles than to 
purchase $1 of earnings that is reportable.  This is precisely 
the choice that often faces us since entire businesses (whose 
earnings will be fully reportable) frequently sell for double the 
pro-rata price of small portions (whose earnings will be largely 
unreportable).  In aggregate and over time, we expect the 
unreported earnings to be fully reflected in our intrinsic 
business value through capital gains.

   o We rarely use much debt and, when we do, we attempt to 
structure it on a long-term fixed rate basis.  We will reject 
interesting opportunities rather than over-leverage our balance 
sheet.  This conservatism has penalized our results but it is the 
only behavior that leaves us comfortable, considering our 
fiduciary obligations to policyholders, depositors, lenders and 
the many equity holders who have committed unusually large 
portions of their net worth to our care.

   o A managerial “wish list” will not be filled at shareholder 
expense.  We will not diversify by purchasing entire businesses 
at control prices that ignore long-term economic consequences to 
our shareholders.  We will only do with your money what we would 
do with our own, weighing fully the values you can obtain by 
diversifying your own portfolios through direct purchases in the 
stock market.

   o We feel noble intentions should be checked periodically 
against results.  We test the wisdom of retaining earnings by 
assessing whether retention, over time, delivers shareholders at 
least $1 of market value for each $1 retained.  To date, this 
test has been met.  We will continue to apply it on a five-year 
rolling basis.  As our net worth grows, it is more difficult to 
use retained earnings wisely.

   o We will issue common stock only when we receive as much in 
business value as we give.  This rule applies to all forms of 
issuance - not only mergers or public stock offerings, but stock 
for-debt swaps, stock options, and convertible securities as 
well.  We will not sell small portions of your company - and that 
is what the issuance of shares amounts to - on a basis 
inconsistent with the value of the entire enterprise.

   o You should be fully aware of one attitude Charlie and I 
share that hurts our financial performance: regardless of price, 
we have no interest at all in selling any good businesses that 
Berkshire owns, and are very reluctant to sell sub-par businesses 
as long as we expect them to generate at least some cash and as 
long as we feel good about their managers and labor relations.  
We hope not to repeat the capital-allocation mistakes that led us 
into such sub-par businesses.  And we react with great caution to 
suggestions that our poor businesses can be restored to 
satisfactory profitability by major capital expenditures.  (The 
projections will be dazzling - the advocates will be sincere - 
but, in the end, major additional investment in a terrible 
industry usually is about as rewarding as struggling in 
quicksand.) Nevertheless, gin rummy managerial behavior (discard 
your least promising business at each turn) is not our style.  We 
would rather have our overall results penalized a bit than engage 
in it.

   o We will be candid in our reporting to you, emphasizing the 
pluses and minuses important in appraising business value.  Our 
guideline is to tell you the business facts that we would want to 
know if our positions were reversed.  We owe you no less.  
Moreover, as a company with a major communications business, it 
would be inexcusable for us to apply lesser standards of 
accuracy, balance and incisiveness when reporting on ourselves 
than we would expect our news people to apply when reporting on 
others.  We also believe candor benefits us as managers: the CEO 
who misleads others in public may eventually mislead himself in 
private.

   o Despite our policy of candor, we will discuss our 
activities in marketable securities only to the extent legally 
required.  Good investment ideas are rare, valuable and subject 
to competitive appropriation just as good product or business 
acquisition ideas are.  Therefore, we normally will not talk 
about our investment ideas.  This ban extends even to securities 
we have sold (because we may purchase them again) and to stocks 
we are incorrectly rumored to be buying.  If we deny those 
reports but say “no comment” on other occasions, the no-comments 
become confirmation.

     That completes the catechism, and we can now move on to the 
high point of 1983 - the acquisition of a majority interest in 
Nebraska Furniture Mart and our association with Rose Blumkin and 
her family.

Nebraska Furniture Mart

     Last year, in discussing how managers with bright, but 
adrenalin-soaked minds scramble after foolish acquisitions, I 
quoted Pascal: “It has struck me that all the misfortunes of men 
spring from the single cause that they are unable to stay quietly 
in one room.”

     Even Pascal would have left the room for Mrs. Blumkin.

     About 67 years ago Mrs. Blumkin, then 23, talked her way 
past a border guard to leave Russia for America.  She had no 
formal education, not even at the grammar school level, and knew 
no English.  After some years in this country, she learned the 
language when her older daughter taught her, every evening, the 
words she had learned in school during the day.

     In 1937, after many years of selling used clothing, Mrs.  
Blumkin had saved $500 with which to realize her dream of opening 
a furniture store.  Upon seeing the American Furniture Mart in 
Chicago - then the center of the nation’s wholesale furniture 
activity - she decided to christen her dream Nebraska Furniture 
Mart.

     She met every obstacle you would expect (and a few you 
wouldn’t) when a business endowed with only $500 and no 
locational or product advantage goes up against rich, long-
entrenched competition.  At one early point, when her tiny 
resources ran out, “Mrs.  B” (a personal trademark now as well 
recognized in Greater Omaha as Coca-Cola or Sanka) coped in a way 
not taught at business schools: she simply sold the furniture and 
appliances from her home in order to pay creditors precisely as 
promised.

     Omaha retailers began to recognize that Mrs. B would offer 
customers far better deals than they had been giving, and they 
pressured furniture and carpet manufacturers not to sell to her.  
But by various strategies she obtained merchandise and cut prices 
sharply.  Mrs. B was then hauled into court for violation of Fair 
Trade laws.  She not only won all the cases, but received 
invaluable publicity.  At the end of one case, after 
demonstrating to the court that she could profitably sell carpet 
at a huge discount from the prevailing price, she sold the judge 
$1400 worth of carpet.

     Today Nebraska Furniture Mart generates over $100 million of 
sales annually out of one 200,000 square-foot store.  No other 
home furnishings store in the country comes close to that volume.  
That single store also sells more furniture, carpets, and 
appliances than do all Omaha competitors combined.

     One question I always ask myself in appraising a business is 
how I would like, assuming I had ample capital and skilled 
personnel, to compete with it.  I’d rather wrestle grizzlies than 
compete with Mrs. B and her progeny.  They buy brilliantly, they 
operate at expense ratios competitors don’t even dream about, and 
they then pass on to their customers much of the savings.  It’s 
the ideal business - one built upon exceptional value to the 
customer that in turn translates into exceptional economics for 
its owners.

     Mrs. B is wise as well as smart and, for far-sighted family 
reasons, was willing to sell the business last year.  I had 
admired both the family and the business for decades, and a deal 
was quickly made.  But Mrs. B, now 90, is not one to go home and 
risk, as she puts it, “losing her marbles”.  She remains Chairman 
and is on the sales floor seven days a week.  Carpet sales are 
her specialty.  She personally sells quantities that would be a 
good departmental total for other carpet retailers.

     We purchased 90% of the business - leaving 10% with members 
of the family who are involved in management - and have optioned 
10% to certain key young family managers.

     And what managers they are.  Geneticists should do 
handsprings over the Blumkin family.  Louie Blumkin, Mrs.  B’s 
son, has been President of Nebraska Furniture Mart for many years 
and is widely regarded as the shrewdest buyer of furniture and 
appliances in the country.  Louie says he had the best teacher, 
and Mrs. B says she had the best student.  They’re both right.  
Louie and his three sons all have the Blumkin business ability, 
work ethic, and, most important, character.  On top of that, they 
are really nice people.  We are delighted to be in partnership 
with them.

Corporate Performance

     During 1983 our book value increased from $737.43 per share 
to $975.83 per share, or by 32%.  We never take the one-year 
figure very seriously.  After all, why should the time required 
for a planet to circle the sun synchronize precisely with the 
time required for business actions to pay off?  Instead, we 
recommend not less than a five-year test as a rough yardstick of 
economic performance.  Red lights should start flashing if the 
five-year average annual gain falls much below the return on 
equity earned over the period by American industry in aggregate. 
(Watch out for our explanation if that occurs as Goethe observed, 
“When ideas fail, words come in very handy.”)

     During the 19-year tenure of present management, book value 
has grown from $19.46 per share to $975.83, or 22.6% compounded 
annually.  Considering our present size, nothing close to this 
rate of return can be sustained.  Those who believe otherwise 
should pursue a career in sales, but avoid one in mathematics.

     We report our progress in terms of book value because in our 
case (though not, by any means, in all cases) it is a 
conservative but reasonably adequate proxy for growth in 
intrinsic business value - the measurement that really counts.  
Book value’s virtue as a score-keeping measure is that it is easy 
to calculate and doesn’t involve the subjective (but important) 
judgments employed in calculation of intrinsic business value.  
It is important to understand, however, that the two terms - book 
value and intrinsic business value - have very different 
meanings.

     Book value is an accounting concept, recording the 
accumulated financial input from both contributed capital and 
retained earnings.  Intrinsic business value is an economic 
concept, estimating future cash output discounted to present 
value.  Book value tells you what has been put in; intrinsic 
business value estimates what can be taken out.

     An analogy will suggest the difference.  Assume you spend 
identical amounts putting each of two children through college.  
The book value (measured by financial input) of each child’s 
education would be the same.  But the present value of the future 
payoff (the intrinsic business value) might vary enormously - 
from zero to many times the cost of the education.  So, also, do 
businesses having equal financial input end up with wide 
variations in value.

     At Berkshire, at the beginning of fiscal 1965 when the 
present management took over, the $19.46 per share book value 
considerably overstated intrinsic business value.  All of that 
book value consisted of textile assets that could not earn, on 
average, anything close to an appropriate rate of return.  In the 
terms of our analogy, the investment in textile assets resembled 
investment in a largely-wasted education.

     Now, however, our intrinsic business value considerably 
exceeds book value.  There are two major reasons:

     (1) Standard accounting principles require that common 
         stocks held by our insurance subsidiaries be stated on 
         our books at market value, but that other stocks we own 
         be carried at the lower of aggregate cost or market.  
         At the end of 1983, the market value of this latter 
         group exceeded carrying value by $70 million pre-tax, 
         or about $50 million after tax.  This excess belongs in 
         our intrinsic business value, but is not included in 
         the calculation of book value;

     (2) More important, we own several businesses that possess 
         economic Goodwill (which is properly includable in 
         intrinsic business value) far larger than the 
         accounting Goodwill that is carried on our balance 
         sheet and reflected in book value.

     Goodwill, both economic and accounting, is an arcane subject 
and requires more explanation than is appropriate here.  The 
appendix that follows this letter - “Goodwill and its 
Amortization: The Rules and The Realities” - explains why 
economic and accounting Goodwill can, and usually do, differ 
enormously.

     You can live a full and rewarding life without ever thinking 
about Goodwill and its amortization.  But students of investment 
and management should understand the nuances of the subject.  My 
own thinking has changed drastically from 35 years ago when I was 
taught to favor tangible assets and to shun businesses whose 
value depended largely upon economic Goodwill.  This bias caused 
me to make many important business mistakes of omission, although 
relatively few of commission.

     Keynes identified my problem: “The difficulty lies not in 
the new ideas but in escaping from the old ones.” My escape was 
long delayed, in part because most of what I had been taught by 
the same teacher had been (and continues to be) so 
extraordinarily valuable.  Ultimately, business experience, 
direct and vicarious, produced my present strong preference for 
businesses that possess large amounts of enduring Goodwill and 
that utilize a minimum of tangible assets.

     I recommend the Appendix to those who are comfortable with 
accounting terminology and who have an interest in understanding 
the business aspects of Goodwill.  Whether or not you wish to 
tackle the Appendix, you should be aware that Charlie and I 
believe that Berkshire possesses very significant economic 
Goodwill value above that reflected in our book value.

Sources of Reported Earnings

     The table below shows the sources of Berkshire’s reported 
earnings.  In 1982, Berkshire owned about 60% of Blue Chip Stamps 
whereas, in 1983, our ownership was 60% throughout the first six 
months and 100% thereafter.  In turn, Berkshire’s net interest in 
Wesco was 48% during 1982 and the first six months of 1983, and 
80% for the balance of 1983.  Because of these changed ownership 
percentages, the first two columns of the table provide the best 
measure of underlying business performance.

     All of the significant gains and losses attributable to 
unusual sales of assets by any of the business entities are 
aggregated with securities transactions on the line near the 
bottom of the table, and are not included in operating earnings. 
(We regard any annual figure for realized capital gains or losses 
as meaningless, but we regard the aggregate realized and 
unrealized capital gains over a period of years as very 
important.) Furthermore, amortization of Goodwill is not charged 
against the specific businesses but, for reasons outlined in the 
Appendix, is set forth as a separate item.

                                                                         Net Earnings
                                   Earnings Before Income Taxes            After Tax
                              --------------------------------------  ------------------
                                    Total          Berkshire Share     Berkshire Share
                              ------------------  ------------------  ------------------
                                1983      1982      1983      1982      1983      1982
                              --------  --------  --------  --------  --------  --------
                                                    (000s omitted)
Operating Earnings:
  Insurance Group:
    Underwriting ............ $(33,872) $(21,558) $(33,872) $(21,558) $(18,400) $(11,345)
    Net Investment Income ...   43,810    41,620    43,810    41,620    39,114    35,270
  Berkshire-Waumbec Textiles      (100)   (1,545)     (100)   (1,545)      (63)     (862)
  Associated Retail Stores ..      697       914       697       914       355       446
  Nebraska Furniture Mart(1)     3,812      --       3,049      --       1,521      --
  See’s Candies .............   27,411    23,884    24,526    14,235    12,212     6,914
  Buffalo Evening News ......   19,352    (1,215)   16,547      (724)    8,832      (226)
  Blue Chip Stamps(2) .......   (1,422)    4,182    (1,876)    2,492      (353)    2,472
  Wesco Financial - Parent ..    7,493     6,156     4,844     2,937     3,448     2,210
  Mutual Savings and Loan ...     (798)       (6)     (467)       (2)    1,917     1,524
  Precision Steel ...........    3,241     1,035     2,102       493     1,136       265
  Interest on Debt ..........  (15,104)  (14,996)  (13,844)  (12,977)   (7,346)   (6,951)
  Special GEICO Distribution    21,000      --      21,000      --      19,551      --
  Shareholder-Designated
     Contributions ..........   (3,066)     (891)   (3,066)     (891)   (1,656)     (481)
  Amortization of Goodwill ..     (532)      151      (563)       90      (563)       90
  Other .....................   10,121     3,371     9,623     2,658     8,490     2,171
                              --------  --------  --------  --------  --------  --------
Operating Earnings ..........   82,043    41,102    72,410    27,742    68,195    31,497
Sales of securities and
   unusual sales of assets ..   67,260    36,651    65,089    21,875    45,298    14,877
                              --------  --------  --------  --------  --------  --------
Total Earnings .............. $149,303  $ 77,753  $137,499  $ 49,617  $113,493  $ 46,374
                              ========  ========  ========  ========  ========  ========

(1) October through December
(2) 1982 and 1983 are not comparable; major assets were 
    transferred in the merger.

     For a discussion of the businesses owned by Wesco, please 
read Charlie Munger’s report on pages 46-51.  Charlie replaced 
Louie Vincenti as Chairman of Wesco late in 1983 when health 
forced Louie’s retirement at age 77.  In some instances, “health” 
is a euphemism, but in Louie’s case nothing but health would 
cause us to consider his retirement.  Louie is a marvelous man 
and has been a marvelous manager.

     The special GEICO distribution reported in the table arose 
when that company made a tender offer for a portion of its stock, 
buying both from us and other shareholders.  At GEICO’s request, 
we tendered a quantity of shares that kept our ownership 
percentage the same after the transaction as before.  The 
proportional nature of our sale permitted us to treat the 
proceeds as a dividend.  Unlike individuals, corporations net 
considerably more when earnings are derived from dividends rather 
than from capital gains, since the effective Federal income tax 
rate on dividends is 6.9% versus 28% on capital gains.

     Even with this special item added in, our total dividends 
from GEICO in 1983 were considerably less than our share of 
GEICO’s earnings.  Thus it is perfectly appropriate, from both an 
accounting and economic standpoint, to include the redemption 
proceeds in our reported earnings.  It is because the item is 
large and unusual that we call your attention to it.

     The table showing you our sources of earnings includes 
dividends from those non-controlled companies whose marketable 
equity securities we own.  But the table does not include 
earnings those companies have retained that are applicable to our 
ownership.  In aggregate and over time we expect those 
undistributed earnings to be reflected in market prices and to 
increase our intrinsic business value on a dollar-for-dollar 
basis, just as if those earnings had been under our control and 
reported as part of our profits.  That does not mean we expect 
all of our holdings to behave uniformly; some will disappoint us, 
others will deliver pleasant surprises.  To date our experience 
has been better than we originally anticipated, In aggregate, we 
have received far more than a dollar of market value gain for 
every dollar of earnings retained.

     The following table shows our 1983 yearend net holdings in 
marketable equities.  All numbers represent 100% of Berkshire’s 
holdings, and 80% of Wesco’s holdings.  The portion attributable 
to minority shareholders of Wesco has been excluded.

No. of Shares                                        Cost        Market
-------------                                     ----------   ----------
                                                      (000s omitted)
    690,975    Affiliated Publications, Inc. ....  $  3,516     $  26,603
  4,451,544    General Foods Corporation(a) .....   163,786       228,698
  6,850,000    GEICO Corporation ................    47,138       398,156
  2,379,200    Handy & Harman ...................    27,318        42,231
    636,310    Interpublic Group of Companies, Inc.   4,056        33,088
    197,200    Media General ....................     3,191        11,191
    250,400    Ogilvy & Mather International ....     2,580        12,833
  5,618,661    R. J. Reynolds Industries, Inc.(a)   268,918       341,334
    901,788    Time, Inc. .......................    27,732        56,860
  1,868,600    The Washington Post Company ......    10,628       136,875
                                                  ----------   ----------
                                                   $558,863    $1,287,869
               All Other Common Stockholdings ...     7,485        18,044
                                                  ----------   ----------
               Total Common Stocks ..............  $566,348    $1,305,913
                                                  ==========   ==========

(a) WESCO owns shares in these companies.

     Based upon present holdings and present dividend rates - 
excluding any special items such as the GEICO proportional 
redemption last year - we would expect reported dividends from 
this group to be approximately $39 million in 1984.  We can also 
make a very rough guess about the earnings this group will retain 
that will be attributable to our ownership: these may total about 
$65 million for the year.  These retained earnings could well 
have no immediate effect on market prices of the securities.  
Over time, however, we feel they will have real meaning.

     In addition to the figures already supplied, information 
regarding the businesses we control appears in Management’s 
Discussion on pages 40-44.  The most significant of these are 
Buffalo Evening News, See’s, and the Insurance Group, to which we 
will give some special attention here.

Buffalo Evening News

     First, a clarification: our corporate name is Buffalo 
Evening News, Inc. but the name of the newspaper, since we began 
a morning edition a little over a year ago, is Buffalo News.

     In 1983 the News somewhat exceeded its targeted profit 
margin of 10% after tax.  Two factors were responsible: (1) a 
state income tax cost that was subnormal because of a large loss 
carry-forward, now fully utilized, and (2) a large drop in the 
per-ton cost of newsprint (an unanticipated fluke that will be 
reversed in 1984).

     Although our profit margins in 1983 were about average for 
newspapers such as the News, the paper’s performance, 
nevertheless, was a significant achievement considering the 
economic and retailing environment in Buffalo.

     Buffalo has a concentration of heavy industry, a segment of 
the economy that was hit particularly hard by the recent 
recession and that has lagged the recovery.  As Buffalo consumers 
have suffered, so also have the paper’s retailing customers.  
Their numbers have shrunk over the past few years and many of 
those surviving have cut their linage.

     Within this environment the News has one exceptional 
strength: its acceptance by the public, a matter measured by the 
paper’s “penetration ratio” - the percentage of households within 
the community purchasing the paper each day.  Our ratio is 
superb: for the six months ended September 30, 1983 the News 
stood number one in weekday penetration among the 100 largest 
papers in the United States (the ranking is based on “city zone” 
numbers compiled by the Audit Bureau of Circulations).

     In interpreting the standings, it is important to note that 
many large cities have two papers, and that in such cases the 
penetration of either paper is necessarily lower than if there 
were a single paper, as in Buffalo.  Nevertheless, the list of 
the 100 largest papers includes many that have a city to 
themselves.  Among these, the News is at the top nationally, far 
ahead of many of the country’s best-known dailies.

     Among Sunday editions of these same large dailies, the News 
ranks number three in penetration - ten to twenty percentage 
points ahead of many well-known papers.  It was not always this 
way in Buffalo. Below we show Sunday circulation in Buffalo in 
the years prior to 1977 compared with the present period.  In 
that earlier period the Sunday paper was the Courier-Express (the 
News was not then publishing a Sunday paper).  Now, of course, it 
is the News.

                  Average Sunday Circulation
                  --------------------------
               Year                    Circulation
               ----                    -----------
               1970                      314,000
               1971                      306,000
               1972                      302,000
               1973                      290,000
               1974                      278,000
               1975                      269,000
               1976                      270,000

               1984 (Current)            376,000

     We believe a paper’s penetration ratio to be the best 
measure of the strength of its franchise.  Papers with unusually 
high penetration in the geographical area that is of prime 
interest to major local retailers, and with relatively little 
circulation elsewhere, are exceptionally efficient buys for those 
retailers.  Low-penetration papers have a far less compelling 
message to present to advertisers.

     In our opinion, three factors largely account for the 
unusual acceptance of the News in the community.  Among these, 
points 2 and 3 also may explain the popularity of the Sunday News 
compared to that of the Sunday Courier-Express when it was the 
sole Sunday paper:

     (1) The first point has nothing to do with merits of the 
         News.  Both emigration and immigration are relatively 
         low in Buffalo.  A stable population is more interested 
         and involved in the activities of its community than is 
         a shifting population - and, as a result, is more 
         interested in the content of the local daily paper.  
         Increase the movement in and out of a city and 
         penetration ratios will fall.

     (2) The News has a reputation for editorial quality and 
         integrity that was honed by our longtime editor, the 
         legendary Alfred Kirchhofer, and that has been preserved 
         and extended by Murray Light.  This reputation was 
         enormously important to our success in establishing a 
         Sunday paper against entrenched competition.  And without 
         a Sunday edition, the News would not have survived in the 
         long run.

     (3) The News lives up to its name - it delivers a very 
         unusual amount of news.  During 1983, our “news hole” 
         (editorial material - not ads) amounted to 50% of the 
         newspaper’s content (excluding preprinted inserts).  
         Among papers that dominate their markets and that are of 
         comparable or larger size, we know of only one whose news 
         hole percentage exceeds that of the News.  Comprehensive 
         figures are not available, but a sampling indicates an 
         average percentage in the high 30s.  In other words, page 
         for page, our mix gives readers over 25% more news than 
         the typical paper.  This news-rich mixture is by intent.  
         Some publishers, pushing for higher profit margins, have 
         cut their news holes during the past decade.  We have 
         maintained ours and will continue to do so.  Properly 
         written and edited, a full serving of news makes our 
         paper more valuable to the reader and contributes to our 
         unusual penetration ratio.

     Despite the strength of the News’ franchise, gains in ROP 
linage (advertising printed within the newspaper pages as 
contrasted to preprinted inserts) are going to be very difficult 
to achieve.  We had an enormous gain in preprints during 1983: 
lines rose from 9.3 million to 16.4 million, revenues from $3.6 
million to $8.1 million.  These gains are consistent with 
national trends, but exaggerated in our case by business we 
picked up when the Courier-Express closed.

     On balance, the shift from ROP to preprints has negative 
economic implications for us.  Profitability on preprints is less 
and the business is more subject to competition from alternative 
means of delivery.  Furthermore, a reduction in ROP linage means 
less absolute space devoted to news (since the news hole 
percentage remains constant), thereby reducing the utility of the 
paper to the reader.

     Stan Lipsey became Publisher of the Buffalo News at midyear 
upon the retirement of Henry Urban.  Henry never flinched during 
the dark days of litigation and losses following our introduction 
of the Sunday paper - an introduction whose wisdom was questioned 
by many in the newspaper business, including some within our own 
building.  Henry is admired by the Buffalo business community, 
he’s admired by all who worked for him, and he is admired by 
Charlie and me.  Stan worked with Henry for several years, and 
has worked for Berkshire Hathaway since 1969.  He has been 
personally involved in all nuts-and-bolts aspects of the 
newspaper business from editorial to circulation.  We couldn’t do 
better.

See’s Candy Shops

     The financial results at See’s continue to be exceptional.  
The business possesses a valuable and solid consumer franchise 
and a manager equally valuable and solid.

     In recent years See’s has encountered two important 
problems, at least one of which is well on its way toward 
solution.  That problem concerns costs, except those for raw 
materials.  We have enjoyed a break on raw material costs in 
recent years though so, of course, have our competitors.  One of 
these days we will get a nasty surprise in the opposite 
direction.  In effect, raw material costs are largely beyond our 
control since we will, as a matter of course, buy the finest 
ingredients that we can, regardless of changes in their price 
levels.  We regard product quality as sacred.

     But other kinds of costs are more controllable, and it is in 
this area that we have had problems.  On a per-pound basis, our 
costs (not including those for raw materials) have increased in 
the last few years at a rate significantly greater than the 
increase in the general price level.  It is vital to our 
competitive position and profit potential that we reverse this 
trend.

     In recent months much better control over costs has been 
attained and we feel certain that our rate of growth in these 
costs in 1984 will be below the rate of inflation.  This 
confidence arises out of our long experience with the managerial 
talents of Chuck Huggins.  We put Chuck in charge the day we took 
over, and his record has been simply extraordinary, as shown by 
the following table:

  52-53 Week Year                     Operating     Number of    Number of
    Ended About           Sales        Profits      Pounds of   Stores Open
    December 31         Revenues     After Taxes   Candy Sold   at Year End
-------------------   ------------   -----------   ----------   -----------
1983 (53 weeks) ...   $133,531,000   $13,699,000   24,651,000       207
1982 ..............    123,662,000    11,875,000   24,216,000       202
1981 ..............    112,578,000    10,779,000   24,052,000       199
1980 ..............     97,715,000     7,547,000   24,065,000       191
1979 ..............     87,314,000     6,330,000   23,985,000       188
1978 ..............     73,653,000     6,178,000   22,407,000       182
1977 ..............     62,886,000     6,154,000   20,921,000       179
1976 (53 weeks) ...     56,333,000     5,569,000   20,553,000       173
1975 ..............     50,492,000     5,132,000   19,134,000       172
1974 ..............     41,248,000     3,021,000   17,883,000       170
1973 ..............     35,050,000     1,940,000   17,813,000       169
1972 ..............     31,337,000     2,083,000   16,954,000       167

     The other problem we face, as the table suggests, is our 
recent inability to achieve meaningful gains in pounds sold.  The 
industry has the same problem.  But for many years we 
outperformed the industry in this respect and now we are not.

     The poundage volume in our retail stores has been virtually 
unchanged each year for the past four, despite small increases 
every year in the number of shops (and in distribution expense as 
well).  Of course, dollar volume has increased because we have 
raised prices significantly.  But we regard the most important 
measure of retail trends to be units sold per store rather than 
dollar volume.  On a same-store basis (counting only shops open 
throughout both years) with all figures adjusted to a 52-week 
year, poundage was down .8 of 1% during 1983.  This small decline 
was our best same-store performance since 1979; the cumulative 
decline since then has been about 8%.  Quantity-order volume, 
about 25% of our total, has plateaued in recent years following 
very large poundage gains throughout the 1970s.

     We are not sure to what extent this flat volume - both in 
the retail shop area and the quantity order area - is due to our 
pricing policies and to what extent it is due to static industry 
volume, the recession, and the extraordinary share of market we 
already enjoy in our primary marketing area.  Our price increase 
for 1984 is much more modest than has been the case in the past 
few years, and we hope that next year we can report better volume 
figures to you.  But we have no basis to forecast these.

     Despite the volume problem, See’s strengths are many and 
important.  In our primary marketing area, the West, our candy is 
preferred by an enormous margin to that of any competitor.  In 
fact, we believe most lovers of chocolate prefer it to candy 
costing two or three times as much. (In candy, as in stocks, 
price and value can differ; price is what you give, value is what 
you get.) The quality of customer service in our shops - operated 
throughout the country by us and not by franchisees is every bit 
as good as the product.  Cheerful, helpful personnel are as much 
a trademark of See’s as is the logo on the box.  That’s no small 
achievement in a business that requires us to hire about 2000 
seasonal workers.  We know of no comparably-sized organization 
that betters the quality of customer service delivered by Chuck 
Huggins and his associates.

     Because we have raised prices so modestly in 1984, we expect 
See’s profits this year to be about the same as in 1983.  

Insurance - Controlled Operations

     We both operate insurance companies and have a large 
economic interest in an insurance business we don’t operate, 
GEICO.  The results for all can be summed up easily: in 
aggregate, the companies we operate and whose underwriting 
results reflect the consequences of decisions that were my 
responsibility a few years ago, had absolutely terrible results.  
Fortunately, GEICO, whose policies I do not influence, simply 
shot the lights out.  The inference you draw from this summary is 
the correct one.  I made some serious mistakes a few years ago 
that came home to roost.

     The industry had its worst underwriting year in a long time, 
as indicated by the table below:

                          Yearly Change      Combined Ratio
                           in Premiums        after Policy-
                           Written (%)      holder Dividends
                          -------------     ----------------
1972 ....................     10.2                96.2
1973 ....................      8.0                99.2
1974 ....................      6.2               105.4
1975 ....................     11.0               107.9
1976 ....................     21.9               102.4
1977 ....................     19.8                97.2
1978 ....................     12.8                97.5
1979 ....................     10.3               100.6
1980 ....................      6.0               103.1
1981 ....................      3.9               106.0
1982 (Revised) ..........      4.4               109.7
1983 (Estimated) ........      4.6               111.0

Source: Best’s Aggregates and Averages.

     Best’s data reflect the experience of practically the entire 
industry, including stock, mutual, and reciprocal companies.  The 
combined ratio represents total insurance costs (losses incurred 
plus expenses) compared to revenue from premiums; a ratio below 
100 indicates an underwriting profit and one above 100 indicates 
a loss.

     For the reasons outlined in last year’s report, we expect 
the poor industry experience of 1983 to be more or less typical 
for a good many years to come. (As Yogi Berra put it: “It will be 
deja vu all over again.”) That doesn’t mean we think the figures 
won’t bounce around a bit; they are certain to.  But we believe 
it highly unlikely that the combined ratio during the balance of 
the decade will average significantly below the 1981-1983 level.  
Based on our expectations regarding inflation - and we are as 
pessimistic as ever on that front - industry premium volume must 
grow about 10% annually merely to stabilize loss ratios at 
present levels.

     Our own combined ratio in 1983 was 121.  Since Mike Goldberg 
recently took over most of the responsibility for the insurance 
operation, it would be nice for me if our shortcomings could be 
placed at his doorstep rather than mine.  But unfortunately, as 
we have often pointed out, the insurance business has a long 
lead-time.  Though business policies may be changed and personnel 
improved, a significant period must pass before the effects are 
seen.  (This characteristic of the business enabled us to make a 
great deal of money in GEICO; we could picture what was likely to 
happen well before it actually occurred.) So the roots of the 
1983 results are operating and personnel decisions made two or 
more years back when I had direct managerial responsibility for 
the insurance group.

     Despite our poor results overall, several of our managers 
did truly outstanding jobs.  Roland Miller guided the auto and 
general liability business of National Indemnity Company and 
National Fire and Marine Insurance Company to improved results, 
while those of competitors deteriorated.  In addition, Tom Rowley 
at Continental Divide Insurance - our fledgling Colorado 
homestate company - seems certain to be a winner.  Mike found him 
a little over a year ago, and he was an important acquisition.

     We have become active recently - and hope to become much 
more active - in reinsurance transactions where the buyer’s 
overriding concern should be the seller’s long-term 
creditworthiness.  In such transactions our premier financial 
strength should make us the number one choice of both claimants 
and insurers who must rely on the reinsurer’s promises for a 
great many years to come.

     A major source of such business is structured settlements - 
a procedure for settling losses under which claimants receive 
periodic payments (almost always monthly, for life) rather than a 
single lump sum settlement.  This form of settlement has 
important tax advantages for the claimant and also prevents his 
squandering a large lump-sum payment.  Frequently, some inflation 
protection is built into the settlement.  Usually the claimant 
has been seriously injured, and thus the periodic payments must 
be unquestionably secure for decades to come.  We believe we 
offer unparalleled security.  No other insurer we know of - even 
those with much larger gross assets - has our financial strength.

     We also think our financial strength should recommend us to 
companies wishing to transfer loss reserves.  In such 
transactions, other insurance companies pay us lump sums to 
assume all (or a specified portion of) future loss payments 
applicable to large blocks of expired business.  Here also, the 
company transferring such claims needs to be certain of the 
transferee’s financial strength for many years to come.  Again, 
most of our competitors soliciting such business appear to us to 
have a financial condition that is materially inferior to ours.

     Potentially, structured settlements and the assumption of 
loss reserves could become very significant to us.  Because of 
their potential size and because these operations generate large 
amounts of investment income compared to premium volume, we will 
show underwriting results from those businesses on a separate 
line in our insurance segment data.  We also will exclude their 
effect in reporting our combined ratio to you.  We “front end” no 
profit on structured settlement or loss reserve transactions, and 
all attributable overhead is expensed currently.  Both businesses 
are run by Don Wurster at National Indemnity Company.

Insurance - GEICO

     Geico’s performance during 1983 was as good as our own 
insurance performance was poor.  Compared to the industry’s 
combined ratio of 111, GEICO wrote at 96 after a large voluntary 
accrual for policyholder dividends.  A few years ago I would not 
have thought GEICO could so greatly outperform the industry.  Its 
superiority reflects the combination of a truly exceptional 
business idea and an exceptional management.

     Jack Byrne and Bill Snyder have maintained extraordinary 
discipline in the underwriting area (including, crucially, 
provision for full and proper loss reserves), and their efforts 
are now being further rewarded by significant gains in new 
business.  Equally important, Lou Simpson is the class of the 
field among insurance investment managers.  The three of them are 
some team.

     We have approximately a one-third interest in GEICO.  That 
gives us a $270 million share in the company’s premium volume, an 
amount some 80% larger than our own volume.  Thus, the major 
portion of our total insurance business comes from the best 
insurance book in the country.  This fact does not moderate by an 
iota the need for us to improve our own operation.

Stock Splits and Stock Activity

     We often are asked why Berkshire does not split its stock.  
The assumption behind this question usually appears to be that a 
split would be a pro-shareholder action.  We disagree.  Let me 
tell you why.

     One of our goals is to have Berkshire Hathaway stock sell at 
a price rationally related to its intrinsic business value.  (But 
note “rationally related”, not “identical”: if well-regarded 
companies are generally selling in the market at large discounts 
from value, Berkshire might well be priced similarly.) The key to 
a rational stock price is rational shareholders, both current and 
prospective.

     If the holders of a company’s stock and/or the prospective 
buyers attracted to it are prone to make irrational or emotion-
based decisions, some pretty silly stock prices are going to 
appear periodically.  Manic-depressive personalities produce 
manic-depressive valuations.  Such aberrations may help us in 
buying and selling the stocks of other companies.  But we think 
it is in both your interest and ours to minimize their occurrence 
in the market for Berkshire.

     To obtain only high quality shareholders is no cinch.  Mrs. 
Astor could select her 400, but anyone can buy any stock.  
Entering members of a shareholder “club” cannot be screened for 
intellectual capacity, emotional stability, moral sensitivity or 
acceptable dress.  Shareholder eugenics, therefore, might appear 
to be a hopeless undertaking.

     In large part, however, we feel that high quality ownership 
can be attracted and maintained if we consistently communicate 
our business and ownership philosophy - along with no other 
conflicting messages - and then let self selection follow its 
course.  For example, self selection will draw a far different 
crowd to a musical event advertised as an opera than one 
advertised as a rock concert even though anyone can buy a ticket 
to either.

     Through our policies and communications - our 
“advertisements” - we try to attract investors who will 
understand our operations, attitudes and expectations. (And, 
fully as important, we try to dissuade those who won’t.) We want 
those who think of themselves as business owners and invest in 
companies with the intention of staying a long time.  And, we 
want those who keep their eyes focused on business results, not 
market prices.

     Investors possessing those characteristics are in a small 
minority, but we have an exceptional collection of them.  I 
believe well over 90% - probably over 95% - of our shares are 
held by those who were shareholders of Berkshire or Blue Chip 
five years ago.  And I would guess that over 95% of our shares 
are held by investors for whom the holding is at least double the 
size of their next largest.  Among companies with at least 
several thousand public shareholders and more than $1 billion of 
market value, we are almost certainly the leader in the degree to 
which our shareholders think and act like owners.  Upgrading a 
shareholder group that possesses these characteristics is not 
easy.

     Were we to split the stock or take other actions focusing on 
stock price rather than business value, we would attract an 
entering class of buyers inferior to the exiting class of 
sellers.  At $1300, there are very few investors who can’t afford 
a Berkshire share.  Would a potential one-share purchaser be 
better off if we split 100 for 1 so he could buy 100 shares?  
Those who think so and who would buy the stock because of the 
split or in anticipation of one would definitely downgrade the 
quality of our present shareholder group. (Could we really 
improve our shareholder group by trading some of our present 
clear-thinking members for impressionable new ones who, 
preferring paper to value, feel wealthier with nine $10 bills 
than with one $100 bill?) People who buy for non-value reasons 
are likely to sell for non-value reasons.  Their presence in the 
picture will accentuate erratic price swings unrelated to 
underlying business developments.

     We will try to avoid policies that attract buyers with a 
short-term focus on our stock price and try to follow policies 
that attract informed long-term investors focusing on business 
values. just as you purchased your Berkshire shares in a market 
populated by rational informed investors, you deserve a chance to 
sell - should you ever want to - in the same kind of market.  We 
will work to keep it in existence.

     One of the ironies of the stock market is the emphasis on 
activity.  Brokers, using terms such as “marketability” and 
“liquidity”, sing the praises of companies with high share 
turnover (those who cannot fill your pocket will confidently fill 
your ear).  But investors should understand that what is good for 
the croupier is not good for the customer.  A hyperactive stock 
market is the pickpocket of enterprise.

     For example, consider a typical company earning, say, 12% on 
equity.  Assume a very high turnover rate in its shares of 100% 
per year.  If a purchase and sale of the stock each extract 
commissions of 1% (the rate may be much higher on low-priced 
stocks) and if the stock trades at book value, the owners of our 
hypothetical company will pay, in aggregate, 2% of the company’s 
net worth annually for the privilege of transferring ownership.  
This activity does nothing for the earnings of the business, and 
means that 1/6 of them are lost to the owners through the 
“frictional” cost of transfer. (And this calculation does not 
count option trading, which would increase frictional costs still 
further.)

     All that makes for a rather expensive game of musical 
chairs.  Can you imagine the agonized cry that would arise if a 
governmental unit were to impose a new 16 2/3% tax on earnings of 
corporations or investors?  By market activity, investors can 
impose upon themselves the equivalent of such a tax.

     Days when the market trades 100 million shares (and that 
kind of volume, when over-the-counter trading is included, is 
today abnormally low) are a curse for owners, not a blessing - 
for they mean that owners are paying twice as much to change 
chairs as they are on a 50-million-share day.  If 100 million-
share days persist for a year and the average cost on each 
purchase and sale is 15 cents a share, the chair-changing tax for 
investors in aggregate would total about $7.5 billion - an amount 
roughly equal to the combined 1982 profits of Exxon, General 
Motors, Mobil and Texaco, the four largest companies in the 
Fortune 500.

     These companies had a combined net worth of $75 billion at 
yearend 1982 and accounted for over 12% of both net worth and net 
income of the entire Fortune 500 list.  Under our assumption 
investors, in aggregate, every year forfeit all earnings from 
this staggering sum of capital merely to satisfy their penchant 
for “financial flip-flopping”.  In addition, investment 
management fees of over $2 billion annually - sums paid for 
chair-changing advice - require the forfeiture by investors of 
all earnings of the five largest banking organizations (Citicorp, 
Bank America, Chase Manhattan, Manufacturers Hanover and J. P. 
Morgan).  These expensive activities may decide who eats the pie, 
but they don’t enlarge it.

     (We are aware of the pie-expanding argument that says that 
such activities improve the rationality of the capital allocation 
process.  We think that this argument is specious and that, on 
balance, hyperactive equity markets subvert rational capital 
allocation and act as pie shrinkers.  Adam Smith felt that all 
noncollusive acts in a free market were guided by an invisible 
hand that led an economy to maximum progress; our view is that 
casino-type markets and hair-trigger investment management act as 
an invisible foot that trips up and slows down a forward-moving 
economy.)

     Contrast the hyperactive stock with Berkshire.  The bid-and-
ask spread in our stock currently is about 30 points, or a little 
over 2%.  Depending on the size of the transaction, the 
difference between proceeds received by the seller of Berkshire 
and cost to the buyer may range downward from 4% (in trading 
involving only a few shares) to perhaps 1 1/2% (in large trades 
where negotiation can reduce both the market-maker’s spread and 
the broker’s commission).  Because most Berkshire shares are 
traded in fairly large transactions, the spread on all trading 
probably does not average more than 2%.

     Meanwhile, true turnover in Berkshire stock (excluding 
inter-dealer transactions, gifts and bequests) probably runs 3% 
per year.  Thus our owners, in aggregate, are paying perhaps 
6/100 of 1% of Berkshire’s market value annually for transfer 
privileges.  By this very rough estimate, that’s $900,000 - not a 
small cost, but far less than average.  Splitting the stock would 
increase that cost, downgrade the quality of our shareholder 
population, and encourage a market price less consistently 
related to intrinsic business value.  We see no offsetting 
advantages.

Miscellaneous

     Last year in this section I ran a small ad to encourage 
acquisition candidates.  In our communications businesses we tell 
our advertisers that repetition is a key to results (which it 
is), so we will again repeat our acquisition criteria.

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

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

                         *  *  *  *  *

     About 96.4% of all eligible shares participated in our 1983 
shareholder-designated contributions program.  The total 
contributions made pursuant to this program - disbursed in the 
early days of 1984 but fully expensed in 1983 - were $3,066,501, 
and 1353 charities were recipients.  Although the response 
measured by the percentage of shares participating was 
extraordinarily good, the response measured by the percentage of 
holders participating was not as good.  The reason may well be 
the large number of new shareholders acquired through the merger 
and their lack of familiarity with the program.  We urge new 
shareholders to read the description of the program on pages 52-
53.

     If you wish to participate in future programs, we strongly 
urge that you immediately make sure that your shares are 
registered in the actual owner’s name, not in “street” or nominee 
name.  Shares not so registered on September 28, 1984 will not be 
eligible for any 1984 program.

                         *  *  *  *  *

     The Blue Chip/Berkshire merger went off without a hitch.  
Less than one-tenth of 1% of the shares of each company voted 
against the merger, and no requests for appraisal were made.  In 
1983, we gained some tax efficiency from the merger and we expect 
to gain more in the future.

     One interesting sidelight to the merger: Berkshire now has 
1,146,909 shares outstanding compared to 1,137,778 shares at the 
beginning of fiscal 1965, the year present management assumed 
responsibility.  For every 1% of the company you owned at that 
time, you now would own .99%. Thus, all of today’s assets - the 
News, See’s, Nebraska Furniture Mart, the Insurance Group, $1.3 
billion in marketable stocks, etc. - have been added to the 
original textile assets with virtually no net dilution to the 
original owners.

     We are delighted to have the former Blue Chip shareholders 
join us.  To aid in your understanding of Berkshire Hathaway, we 
will be glad to send you the Compendium of Letters from the 
Annual Reports of 1977-1981, and/or the 1982 Annual report.  
Direct your request to the Company at 1440 Kiewit Plaza, Omaha, 
Nebraska 68131.


                                        Warren E. Buffett
March 14, 1984                          Chairman of the Board

This appendix deals only with economic and accounting Goodwill – not the goodwill of everyday usage. For example, a business may be well liked, even loved, by most of its customers but possess no economic goodwill. (AT&T, before the breakup, was generally well thought of, but possessed not a dime of economic Goodwill.) And, regrettably, a business may be disliked by its customers but possess substantial, and growing, economic Goodwill. So, just for the moment, forget emotions and focus only on economics and accounting.

_____________