原文信息:
- 标题:1982 Letter to Berkshire Shareholders
- 作者:Warren Buffett
- 发表时间:1983-03-03
- 链接:HTML
- 中文翻译参考:芒格书院共读群友
- 整理:Terrellchen
- 校译:Terrellchen
BERKSHIRE HATHAWAY INC.
To the Stockholders of Berkshire Hathaway Inc.:
Operating earnings of $31.5 million in 1982 amounted to only 9.8% of beginning equity capital (valuing securities at cost), down from 15.2% in 1981 and far below our recent high of 19.4% in 1978. This decline largely resulted from:
今年的经营收益为 3,150 万美元,期初股本回报率仅约 9.8% (持有股权投资以原始成本计),低于 1981 年的 15.2% 下滑,亦远低于 1978 年的近年高点 19.4%,这一下降主要是由于:
(1) a significant deterioration in insurance underwriting results;
(1) 保险承销成绩大幅恶化;
(2) a considerable expansion of equity capital without a corresponding growth in the businesses we operate directly; and
(2) 股权资本大幅扩张的同时,由我们直接控制的事业并未同步成长;以及
(3) a continually-enlarging commitment of our resources to investment in partially-owned, nonoperated businesses; accounting rules dictate that a major part of our pro-rata share of earnings from such businesses must be excluded from Berkshire’s reported earnings.
(3) 我们持续增加对不具控制权股权投资的投入,但我们按比例可分得的收益根据会计原则却不能认列在帐面上。
It was only a few years ago that we told you that the operating earnings/equity capital percentage, with proper allowance for a few other variables, was the most important yardstick of single-year managerial performance. While we still believe this to be the case with the vast majority of companies, we believe its utility in our own case has greatly diminished. You should be suspicious of such an assertion. Yardsticks seldom are discarded while yielding favorable readings. But when results deteriorate, most managers favor disposition of the yardstick rather than disposition of the manager.
就在几年前,我们还告诉大家,在适当考虑其他一些变量的情况下,经营收益/权益资本百分比是衡量管理者单年度业绩的最重要标准。虽然我们仍然认为绝大多数公司都是如此,但我们认为,在我们自己的案例中,它的作用已经大大降低了。你应该怀疑这种说法。标尺很少会在读数良好时被抛弃。但是,当业绩恶化时,大多数经理人倾向于处置标尺,而不是处置经理人。
几年前我曾说过,经营收益/股权资本的比率(再加上一些调整)是衡量企业单一年度经营绩效的最佳方法,虽然我们仍坚信这套标准仍适用于绝大部分的企业,但是我必须说明这套标准对伯克希尔的适用性却已大不如前,或许你会怀疑这样的说法,当业绩数字好看时很少有人会舍弃衡量标准,但是数字变糟时,管理层通常倾向更换衡量标准而非换掉自己。
To managers faced with such deterioration, a more flexible measurement system often suggests itself: just shoot the arrow of business performance into a blank canvas and then carefully draw the bullseye around the implanted arrow. We generally believe in pre-set, long-lived and small bullseyes. However, because of the importance of item (3) above, further explained in the following section, we believe our abandonment of the operating earnings/equity capital bullseye to be warranted.
面对恶化的绩效,自然会找另一套标准来解释原因,就像是射箭手先将业绩之箭射在空白的标靶上,然后再将靶心仔细的画在箭头的周围一样。但我们的投资依然秉持原先的预定目标和长期主义,基于前述原因 (3) 的重要性日益增加(详如后述),我们认为移动靶心(经营收益/股权资本)的举动是合理的。
Non-Reported Ownership Earnings 未报告的所有权收益
The appended financial statements reflect “accounting” earnings that generally include our proportionate share of earnings from any underlying business in which our ownership is at least 20%. Below the 20% ownership figure, however, only our share of dividends paid by the underlying business units is included in our accounting numbers; undistributed earnings of such less-than-20%-owned businesses are totally ignored.
后附的财务报表所反映的报告收益一般已将我们持股超过 20% 的股权投资按持股比例认列损益,然而低于 20% 的股权投资却只能认列实际有收到的现金股利,至于未发放的收益则完全不列入计算。
There are a few exceptions to this rule; e.g., we own about 35% of GEICO Corporation but, because we have assigned our voting rights, the company is treated for accounting purposes as a less-than-20% holding. Thus, dividends received from GEICO in 1982 of $3.5 million after tax are the only item included in our “accounting”earnings. An additional $23 million that represents our share of GEICO’s undistributed operating earnings for 1982 is totally excluded from our reported operating earnings. If GEICO had earned less money in 1982 but had paid an additional $1 million in dividends, our reported earnings would have been larger despite the poorer business results. Conversely, if GEICO had earned an additional $100 million - and retained it all - our reported earnings would have been unchanged. Clearly “accounting” earnings can seriously misrepresent economic reality.
当然也有少数例外,譬如我们持有 35% 的 GEICO 保险公司便因为我们已将投票权委托给别人,会计上被视为不到 20% 的股份,故在 1982 年会计上仅能认列实际收到的现金股利 350 万美元,至于剩下的 2,300 万未分配的部分则完全不列入计算。假设 GEICO 保险当年业绩不佳赚的更少,但却额外多支付了 100 万的分红,则伯克希尔的帐面反而变得更好看,同理,假设 GEICO 保险当年净赚 1 亿美元,但保留收益不予分红,我们账面反而却难看了。很明显「会计收益」 (Accounting Earnings) 有时会严重扭曲经营现实。
We prefer a concept of “economic” earnings that includes all undistributed earnings, regardless of ownership percentage. In our view, the value to all owners of the retained earnings of a business enterprise is determined by the effectiveness with which those earnings are used - and not by the size of one’s ownership percentage. If you have owned .01 of 1% of Berkshire during the past decade, you have benefited economically in full measure from your share of our retained earnings, no matter what your accounting system. Proportionately, you have done just as well as if you had owned the magic 20%. But if you have owned 100% of a great many capital-intensive businesses during the decade, retained earnings that were credited fully and with painstaking precision to you under standard accounting methods have resulted in minor or zero economic value.[1] This is not a criticism of accounting procedures. We would not like to have the job of designing a better system. It’s simply to say that managers and investors alike must understand that accounting numbers are the beginning, not the end, of business valuation.
我们更倾向于将所有未分配收益皆计入的「经济收益」概念 (Economic Earnings),而不论具体持股比例,我们认为一家公司留存收益对股东的价值在于这些收益的使用效率,而非持股比例大小,如果你在过去十年中拥有伯克希尔的股份即使是万分之一,无论采用何种会计制度,你都成比例的从我们留存收益中获得了充分的经济利益 (Economic Value),跟会计上持有 20% 以上的股东没有任何差别。但如果过去十年中,你拥有许多家资本密集型企业 100% 的股权,按照标准的会计制度,这些公司的留存收益虽然百分百准确记录在你的帐上,但它们实质贡献的经济价值非常低,甚至是零[1]。这不是在批评会计原则,而我们也没有能力再设计一套更好的,只是要告诉所有的管理层和投资大众,会计数字只是企业评估的起点而非终点。
In most corporations, less-than-20% ownership positions are unimportant (perhaps, in part, because they prevent maximization of cherished reported earnings) and the distinction between accounting and economic results we have just discussed matters little. But in our own case, such positions are of very large and growing importance. Their magnitude, we believe, is what makes our reported operating earnings figure of limited significance.
在会计上,在大多数的公司中低于 20% 的持股部分被认定为不重要,部分原因可能是要抑制管理层最大化报告收益的冲动,并且,我们刚刚讨论的经济和会计之间的结果差异也被认为是无关紧要的,但就我们的情况而言,不断增长的留存收益规模越来越举足轻重,相较之下,我们报告的收益数字已经意义有限。
In our 1981 annual report we predicted that our share of undistributed earnings from four of our major non-controlled holdings would aggregate over $35 million in 1982. With no change in our holdings of three of these companies - GEICO, General Foods and The Washington Post - and a considerable increase in our ownership of the fourth, R. J. Reynolds Industries, our share of undistributed 1982 operating earnings of this group came to well over $40 million. This number - not reflected at all in our earnings - is greater than our total reported earnings, which include only the $14 million in dividends received from these companies. And, of course, we have a number of smaller ownership interests that, in aggregate, had substantial additional undistributed earnings.
在去年年报中我们曾预测,1982 年我们四大非控股公司的未分配收益将超过 3500 万美元。今年我们大幅增持了 RJR 雷诺烟草,另外三家持股比例未变( GEICO 保险,通用食品,华盛顿邮报),按持股比例可分得的未分配收益超过了 4000 万美元,这个数字完全未显现在帐面上,伯克希尔仅仅帐列了全部非控股企业(包含这四家公司在内)发放的 1400 万现金股利,此外,还有一些较小的非控股公司,这些投资部分也有大量额外的未分配收益。
We attach real significance to the general magnitude of these numbers, but we don’t believe they should be carried to ten decimal places[2]. Realization by Berkshire of such retained earnings through improved market valuations is subject to very substantial, but indeterminate, taxation. And while retained earnings over the years, and in the aggregate, have translated into at least equal market value for shareholders, the translation has been both extraordinarily uneven among companies and irregular and unpredictable in timing.
我们认为这些数字的一般大小具有真正的意义,但没必要精确到小数点后十位[2],我们说明这些数字只是要强调它们的重要性(模糊的正确好过精确的错误)。伯克希尔通过市场高估值时出售实现这些留存收益时需要缴纳大量但不确定的税费。虽然总体上多年来的留存收益已经转化为跟控股大股东同等的市场价值,但这种转化在公司之间却非常不平衡,在时间上也不可预测而且没有任何规律。
However, this very unevenness and irregularity offers advantages to the value-oriented purchaser of fractional portions of businesses. This investor may select from almost the entire array of major American corporations, including many far superior to virtually any of the businesses that could be bought in their entirety in a negotiated deal. And fractional-interest purchases can be made in an auction market where prices are set by participants with behavior patterns that sometimes resemble those of an army of manic-depressive lemmings.
然而,这种非常不规则的特性却为那些价值型的投资人提供了投资机会,他们几乎可以从所有的美国大企业中挑选,其中许多股权价格远远低于通过谈判方式收购。在参与者定价的拍卖市场中,他们的行为模式犹如一群时而狂躁时而抑郁的旅鼠,经常能以微小的代价捡到便宜货。
Within this gigantic auction arena, it is our job to select businesses with economic characteristics allowing each dollar of retained earnings to be translated eventually into at least a dollar of market value. Despite a lot of mistakes, we have so far achieved this goal. In doing so, we have been greatly assisted by Arthur Okun’s patron saint for economists - St. Offset. In some cases, that is, retained earnings attributable to our ownership position have had insignificant or even negative impact on market value, while in other major positions a dollar retained by an investee corporation has been translated into two or more dollars of market value. To date, our corporate over-achievers have more than offset the laggards. If we can continue this record, it will validate our efforts to maximize “economic” earnings, regardless of the impact upon “accounting” earnings.
在这个巨大的拍卖市场中,我们的工作就是去挑选那些能将每一美元留存收益最终转变为超过一美元市场价值的这类经济特征的企业。在此过程中,我们得到了经济学上圣彼得堡悖论的守护神 Arthur Okun 的大力协助(意指经济的高速增长,虽然 79-82 严重滞涨)。尽管曾经犯了不少错误,到目前为止仍算达成目标,有些个别公司所保留的收益并未增加其经济效益,但大部分却实现了高达二、三倍的市场价值,迄今为止,超凡表现的公司远远多过落后的,若我们能继续保持下去,不管对报告收益有何影响,都将证明伯克希尔最大化「经济收益」所做的努力。
Satisfactory as our partial-ownership approach has been, what really makes us dance is the purchase of 100% of good businesses at reasonable prices. We’ve accomplished this feat a few times (and expect to do so again), but it is an extraordinarily difficult job - far more difficult than the purchase at attractive prices of fractional interests.
虽然低价买进部分股权的方式已经够棒了,但真正令我们雀跃的却是能以合理的价格 100% 地买下一家优质企业,我们偶尔会缔造如此佳绩(也希望能够再次做到),这是一项异常艰巨的工作,远比零碎的从市场低价买进部分股权要困难得多。
As we look at the major acquisitions that others made during 1982, our reaction is not envy, but relief that we were non-participants. For in many of these acquisitions, managerial intellect wilted in competition with managerial adrenaline The thrill of the chase blinded the pursuers to the consequences of the catch. Pascal’s observation seems apt: “It has struck me that all men’s misfortunes spring from the single cause that they are unable to stay quietly in one room.”[3]
当我们复盘 1982 年的几件大额并购案时,我们的反应不是嫉妒,反而庆幸我们没有参与。因为在这些并购案中,肾上腺素的冲动完全战胜了理智,并购成功的刺激使得参与者完全盲目,Pascal 的观察非常恰当:"让我震惊的是,人的所有不幸都源于他们无法安静地呆在房间里。“[3]
(Your Chairman left the room once too often last year and almost starred in the Acquisition Follies of 1982. In retrospect, our major accomplishment of the year was that a very large purchase to which we had firmly committed was unable to be completed for reasons totally beyond our control. Had it come off, this transaction would have consumed extraordinary amounts of time and energy, all for a most uncertain payoff. If we were to introduce graphics to this report, illustrating favorable business developments of the past year, two blank pages depicting this blown deal would be the appropriate centerfold.)
(去年你们的董事长也曾数度离开那个房间,且差点在那场闹剧成为主角,回想起来,这一年的主要成就是,我们曾坚定承诺的一笔巨额并购由于完全无法控制的原因流产了。如果交易成功,这笔交易将耗费大量的时间精力,但所有工作可能只是为了获得一些虚无缥缈的回报。如果我们要在这份报告中引入图表,描绘过去一年令人欣喜的业务进展,那么两页空白将是这桩交易最合适的插图。)
Our partial-ownership approach can be continued soundly only as long as portions of attractive businesses can be acquired at attractive prices. We need a moderately-priced stock market to assist us in this endeavor.[4] The market, like the Lord, helps those who help themselves. But, unlike the Lord, the market does not forgive those who know not what they do. For the investor, a too-high purchase price for the stock of an excellent company can undo the effects of a subsequent decade of favorable business developments.
只有以诱人的价格买到吸引人的生意,我们的部分所有权方法才能稳健地继续下去。我们需要一个价格适中的股票市场来帮助我们实现这一目标[4] ,而市场先生就像上帝一样,帮助那些自助的人,但与上帝不同的是,市场先生不会原谅那些不知道自己在做什么的人。对投资人来说,即使是一家十分优秀公司的股票,过高的买入价格可能会抵消随后十年的业务靓丽成长。
Should the stock market advance to considerably higher levels, our ability to utilize capital effectively in partial-ownership positions will be reduced or eliminated.[5] This will happen periodically: just ten years ago, at the height of the two-tier market mania (with high-return-on-equity businesses bid to the sky by institutional investors), Berkshire’s insurance subsidiaries owned only $18 million in market value of equities, excluding their interest in Blue Chip Stamps. At that time, such equity holdings amounted to about 15% of our insurance company investments versus the present 80%. There were as many good businesses around in 1972 as in 1982, but the prices the stock market placed upon those businesses in 1972 looked absurd [6].While high stock prices in the future would make our performance look good temporarily, they would hurt our long-term business prospects rather than help them. We currently are seeing early traces of this problem.
如果股市大幅走高,我们可以以较低价格在市场上获得公司部分股权的优势就会减弱或丧失[5]。这种情形会周期性的出现:就在十年前,当股市在两级市场到达狂热的顶峰时,高股东权益报酬股票被机构投资人捧上天际,伯克希尔的保险子公司(不包括在蓝筹印花部分)仅仅持有 1800 万市值的股票,当时,此类股权投资仅占我们保险公司投资仓位的 15% 左右,而目前为 80% 。1972 年和 1982 年一样,也有很多优秀的企业,但 1972 年股票市场对这些企业的定价看起来却很荒谬[6]。虽然股价高涨对公司短期的表现有所助益,但会严重损害我们业务的长期前景,而目前我们已观察到一些早期迹象。
Our gain in net worth during 1982, valuing equities held by our insurance subsidiaries at market value (less capital gain taxes payable if unrealized gains were actually realized) amounted to $208 million. On a beginning net worth base of $519 million, the percentage gain was 40%.
我们在 1982 年的净资产收益为 2.08 亿美元,(将保险子公司持有的股票按市场价值减去实际实现未实现收益时应缴纳的资本利得税来进行估值),在 5.19 亿美元的初始净资产基础上,增长为 40% 。
During the 18-year tenure of present management, book value has grown from $19.46 per share to $737.43 per share, or 22.0% compounded annually. You can be certain that this percentage will diminish in the future. Geometric progressions eventually forge their own anchors.[7]
在现任管理层接管公司的 18 年里,帐面价值从每股 19.46 美元增长到 737.43 美元,年复合增长率约为 22.0%,可以确定这个比率将在未来下降,几何级数增长最终会减缓。[7]
Berkshire’s economic goal remains to produce a long-term rate of return well above the return achieved by the average large American corporation. Our willingness to purchase either partial or total ownership positions in favorably-situated businesses, coupled with reasonable discipline about the prices we are willing to pay, should give us a good chance of achieving our goal.[8]
伯克希尔的经济目标仍然是希望获得高于一般美国大型企业的长期回报率,我们愿意购买有利(有竞争力)的企业的部分或全部所有权,再加上我们乐意支付的价格的约束,应该会有很好的机会实现这一目标。[8]
Again this year the gain in market valuation of partially-owned businesses outpaced the gain in underlying economic value of those businesses. For example, $79 million of our $208 million gain is attributable to an increased market price for GEICO. This company continues to do exceptionally well, and we are more impressed than ever by the strength of GEICO’s basic business idea and by the management skills of Jack Byrne. (Although not found in the catechism of the better business schools, “Let Jack Do It” works fine as a corporate creed for us.)
今年,不具控制权股权投资的市值涨幅再一次超过了这些企业实质经济价值的增长。例如,我们 2.08 亿美元的收益中有 7900 万美元是由于 GEICO 的股价上涨所致。这家公司持续表现优异,GEICO 商业理念的竞争力与 Jack Byrne 的管理能力再次让我们刮目相看,(Let Jack Do It! 虽然在商学院中找不到,但作为我们经营信条效果还不错)。
However, GEICO’s increase in market value during the past two years has been considerably greater than the gain in its intrinsic business value, impressive as the latter has been. We expected such a favorable variation at some point, as the perception of investors converged with business reality. And we look forward to substantial future gains in underlying business value accompanied by irregular, but eventually full, market recognition of such gains.
然而过去两年 GEICO 保险市值的成长远超本身内在价值的成长,但业务的成长更令人印象深刻,随着投资大众对公司的看法与商业现实的趋于一致,我们相信某个时候市值终将反映其真正价值,我们期待着潜在的商业价值隐含的未来巨大收益,虽不规则实现但最终完全被市场认可。
Year-to-year variances, however, cannot consistently be in our favor. Even if our partially-owned businesses continue to perform well in an economic sense, there will be years when they perform poorly in the market. At such times our net worth could shrink significantly. We will not be distressed by such a shrinkage; if the businesses continue to look attractive and we have cash available, we simply will add to our holdings at even more favorable prices.
但年复一年的变化不会永远都对我们有利,即使我们的部分所有的企业在经济意义上继续表现良好,它们在股市上的表现也可能很差。此时我们的账面价值可能会大幅缩水,但我们不会为此感到沮丧,如果公司业务持续诱人,我们又有现金,只需以更优惠的价格继续买进。
Sources of Reported Earnings 报告收益的来源
The table below shows the sources of Berkshire’s reported earnings. In 1981 and 1982 Berkshire owned about 60% of Blue Chip Stamps which, in turn, owned 80% of Wesco Financial Corporation. The table displays aggregate operating earnings of the various business entities, as well as Berkshire’s share of those earnings. All of the significant gains and losses attributable to unusual sales of assets by any of the business entities are aggregated with securities transactions in the line near the bottom of the table, and are not included in operating earnings.
下表列示伯克希尔报告收益的主要来源,伯克希尔拥有蓝筹印花 60% 的股权,而后者又拥有 Wesco 财务公司 80% 的股权。该表显示了各个经营实体的经营收益,以及伯克希尔持股所占份额。异常出售资产而产生的所有重大损益汇总于表最后"已实现出售证券利得"一栏,不包括在经营收益中,虽然本表列示的方式与一般公认会计原则不尽相同但最后的损益数字却是一致的。
* Amortization of intangibles arising in accounting for purchases of businesses (i.e. See’s, Mutual and Buffalo Evening News) is reflected in the category designated as “Other”.
* "其他"科目包含并购企业产生的商誉摊销(如 See's,Mutual bank,Buffalo Evening News 等).
On pages 45-61 of this report we have reproduced the narrative reports of the principal executives of Blue Chip and Wesco, in which they describe 1982 operations. A copy of the full annual report of either company will be mailed to any Berkshire shareholder upon request to Mr. Robert H. Bird for Blue Chip Stamps, 5801 South Eastern Avenue, Los Angeles, California 90040, or to Mrs. Jeanne Leach for Wesco Financial Corporation, 315 East Colorado Boulevard, Pasadena, California 91109.[9]
在本报告的第 45-61 页,我们复制了蓝筹公司和韦斯科公司首席执行官的叙述性报告,他们在报告中描述了 1982 年的运营情况。任何一家公司的完整年度报告副本都将邮寄给伯克希尔股东,请 Robert H. Bird 先生(Blue Chip Stamps, 5801 South Eastern Avenue, Los Angeles, California 90040)或 Jeanne Leach 夫人(Wesco Financial Corporation, 315 East Colorado Boulevard, Pasadena, California 91109)索取。[9]
I believe you will find the Blue Chip chronicle of developments in the Buffalo newspaper situation particularly interesting. There are now only 14 cities in the United States with a daily newspaper whose weekday circulation exceeds that of the Buffalo News. But the real story has been the growth in Sunday circulation. Six years ago, prior to introduction of a Sunday edition of the News, the long-established Courier-Express, as the only Sunday newspaper published in Buffalo, had circulation of 272,000. The News now has Sunday circulation of 367,000, a 35% gain - even though the number of households within the primary circulation area has shown little change during the six years. We know of no city in the United States with a long history of seven-day newspaper publication in which the percentage of households purchasing the Sunday newspaper has grown at anything like this rate. To the contrary, in most cities household penetration figures have grown negligibly, or not at all. Our key managers in Buffalo - Henry Urban, Stan Lipsey, Murray Light, Clyde Pinson, Dave Perona and Dick Feather - deserve great credit for this unmatched expansion in Sunday readership.
我相信你会发现蓝筹印花控股的布法罗晚报的进展情况特别让人兴奋,目前全美只有 14 个城市的日报在工作日发行量超过 《Buffalo News》,但真正的关键却在于周末版发行量的增长,六年前也就是在周日版尚未推出之前,历史悠久的 《Courier-Express》 是布法罗出版的唯一周日报纸,其发行量为 27.2 万份。尽管主要发行地区的家庭数量在六年中几乎没有变化,但现如今的发行量达到了 36.7 万份,增长了 35%,据我所知,全美七天出版的报纸的城市中,购买周末版的家庭比例没有一家能以这样的速度增长。相反,在大多数城市,家庭渗透率的增长几乎可以忽略甚至没有。周末读者群无与伦比的扩张都要归功该报的管理层的巨大努力,他们是 Henry Urban,Stan Lipsey,Murray Light,Clyde Pinson,Dave Perona,Dick Feather。
As we indicated earlier, undistributed earnings in companies we do not control are now fully as important as the reported operating earnings detailed in the preceding table. The distributed portion of non-controlled earnings, of course, finds its way into that table primarily through the net investment income segment of Insurance Group earnings.
正如我们之前所说,我们非控制公司的未分配收益现在与上表中报告的经营收益同样重要。当然,非控股公司的股息主要通过保险集团收益的净投资收益部分进入该表。
We show below Berkshire’s proportional holdings in those non-controlled businesses for which only distributed earnings (dividends) are included in our earnings.
下表列示了伯克希尔仅将股息计入账面收益中的非控制公司的持股比例。
(a) All owned by Berkshire or its insurance subsidiaries.
(a) 伯克希尔所持有。
(b) Blue Chip and/or Wesco own shares of these companies. All numbers represent Berkshire’s net interest in the larger gross holdings of the group.
(b) BlueChip 与 Wesco 所持有。所有数字都代表了伯克希尔在该集团更大的总持股中的净权益。
(c) Temporary holding as cash substitute.
(c) 现金替代品临时持有。
In case you haven’t noticed, there is an important investment lesson to be derived from this table: nostalgia should be weighted heavily in stock selection. Our two largest unrealized gains are in Washington Post and GEICO, companies with which your Chairman formed his first commercial connections at the ages of 13 and 20, respectively After straying for roughly 25 years, we returned as investors in the mid-1970s. The table quantifies the rewards for even long-delayed corporate fidelity.
为免你未注意到,本表有个重要投资经验可与大家分享:投资选股时,念旧情绪必须特别加以重视。我们投资组合中最大未实现收益的两家公司 GEICO 保险与华盛顿邮报,事实上本人早在 13 岁与 20 岁时便与它们结缘,在迷路了 25 年后,一直到 1970 年代我们才正式成为股东,但可观的回报证明:"迟到总比未到好。"
Our controlled and non-controlled businesses operate over such a wide spectrum that detailed commentary here would prove too lengthy. Much financial and operational information regarding the controlled businesses is included in Management’s Discussion on pages 34-39, and in the narrative reports on pages 45-61. However, our largest area of business activity has been, and almost certainly will continue to be, the property-casualty insurance area. So commentary on developments in that industry is appropriate.
由于我们控股与非控股的业务实在是相当广泛,若一一详细介绍报告将会太冗长,然而,不管是现在或是将来最主要的业务领域将会一直是财产意外保险,因此我们有必要对保险产业现状予以详加说明。
Insurance Industry Conditions 保险业务
We show below an updated table of the industry statistics we utilized in last year’s annual report. Its message is clear: underwriting results in 1983 will not be a sight for the squeamish.
下表是去年年报中使用过的最新行业统计数据表。它传达的信息很明确:对那些胆小鬼来说,1983 年的承销结果将不敢直视。
Source: Best’s Aggregates and Averages.
The Best’s data reflect the experience of practically the entire industry, including stock, mutual and reciprocal companies. The combined ratio represents total operating and loss costs as compared to revenue from premiums; a ratio below 100 indicates an underwriting profit, and one above 100 indicates a loss.
Best 的行业数据反映了几乎整个行业的状况。综合比率代表与保费收入相比的运营和承保损失总成本,低于 100 表示承保盈利,高于 100 表示亏损。
For reasons outlined in last year’s report, as long as the annual gain in industry premiums written falls well below 10%, you can expect the underwriting picture in the next year to deteriorate. This will be true even at today’s lower general rate of inflation. With the number of policies increasing annually, medical inflation far exceeding general inflation, and concepts of insured liability broadening, it is highly unlikely that yearly increases in insured losses will fall much below 10%.
出于去年我们说的原因,若保费价格涨幅低于 10%,下一年承保结果必将恶化。即使今年通胀率相对温和也是如此,随着保单规模逐年增加,医疗费用上涨的速度远高于一般物价,加上保险责任日益扩大的影响,承保损失成本每年的增长率不太可能压低到 10% 以下。
You should be further aware that the 1982 combined ratio of 109.5 represents a “best case” estimate. In a given year, it is possible for an insurer to show almost any profit number it wishes, particularly if it (1) writes “long-tail” business (coverage where current costs can be only estimated, because claim payments are long delayed), (2) has been adequately reserved in the past, or (3)is growing very rapidly. There are indications that several large insurers opted in 1982 for obscure accounting and reserving maneuvers that masked significant deterioration in their underlying businesses. In insurance, as elsewhere, the reaction of weak managements to weak operations is often weak accounting. (“It’s difficult for an empty sack to stand upright.”)
你应该进一步意识到,1982 年的综合比率 109.5 已是最乐观的估计,在给定的年份中,保险公司几乎可以显示希望的任何利润数字,只要 (1) 承销长期保单 (Long-tail) ,由于理赔时间很长,成本估计不足。(2) 过去已提存足够准备金。(3) 业务成长快速。有迹象表明,1982 年几家大型保险公司选择令人费解的会计估计与改动准备金的方式,以期掩饰其业务的严重恶化。俗话说空麻袋很难立起来,保险业像其它行业一样,糟糕的管理面对糟糕的经营结果的本能反应往往是糟糕的会计掩饰。
The great majority of managements, however, try to play it straight. But even managements of integrity may subconsciously be less willing in poor profit years to fully recognize adverse loss trends. Industry statistics indicate some deterioration in loss reserving practices during 1982 and the true combined ratio is likely to be modestly worse than indicated by our table.
当然大部分的管理层都尽力诚实经营,即便如此,在利润不佳的年份也会本能地不太愿意充分认识到亏损恶化的趋势。行业统计数据表明,1982 年提取损失准备金不足有继续恶化迹象,实际的综合比率可能会比上表数据还差。
The conventional wisdom is that 1983 or 1984 will see the worst of underwriting experience and then, as in the past, the “cycle” will move, significantly and steadily, toward better results. We disagree because of a pronounced change in the competitive environment, hard to see for many years but now quite visible.
保险业者认为,1983-1984 年将会进入糟糕到谷底,然后像过去一样,不断稳步向好的周期循环将会重演。我们不同意。因为竞争环境已经发生了明显的变化,虽然很难看清多年后的行业趋势,但现在很明显。
To understand the change, we need to look at some major factors that affect levels of corporate profitability generally. Businesses in industries with both substantial over-capacity and a “commodity” product (undifferentiated in any customer-important way by factors such as performance, appearance, service support, etc.) are prime candidates for profit troubles. These may be escaped, true, if prices or costs are administered in some manner and thereby insulated at least partially from normal market forces. This administration can be carried out (a) legally through government intervention (until recently, this category included pricing for truckers and deposit costs for financial institutions), (b) illegally through collusion, or (c) “extra-legally” through OPEC-style foreign cartelization (with tag-along benefits for domestic non-cartel operators).
为了理解这一变化,我们需要看看影响公司盈利水平的一些主要因素。一般来说,若企业处在产能严重过剩且产品是一般性商品的情形时(在客户关心的性能、外观、服务支持等主要产品因素里都无明显的差异化),盈利能力很难有所起色。当然如果价格或成本以某种方式进行管理,从而至少部分地摆脱自由市场的竞争,那么这些风险就可以避免。例如,(a) 通过政府干预合法地实施(如卡车司机定价和金融机构存款成本),(b) 非法勾结,(c) 类似 OPEC 式的国际性卡塔尔联盟"法外"进行,为国内非联盟经营者带来额外利润。
If, however, costs and prices are determined by full-bore competition, there is more than ample capacity, and the buyer cares little about whose product or distribution services he uses, industry economics are almost certain to be unexciting. They may well be disastrous.
假若成本与价格由完全竞争来决定,产能又严重过剩,而客户又不在乎产品或分销服务由谁提供,那么整个产业注定会面临悲惨的下场.
Hence the constant struggle of every vendor to establish and emphasize special qualities of product or service. This works with candy bars (customers buy by brand name, not by asking for a “two-ounce candy bar”) but doesn’t work with sugar (how often do you hear, “I’ll have a cup of coffee with cream and C & H sugar, please”).
这也是为什么所有的厂商皆努力建立并强调本身产品或服务的差异性,这适用于棒棒糖(客户会指定品牌购买,而不是要"两斤棒棒糖"),但不适用于砂糖(难道你听有人说过: 我要一杯加奶油和 C&H 糖的咖啡)。
In many industries, differentiation simply can’t be made meaningful. A few producers in such industries may consistently do well if they have a cost advantage that is both wide and sustainable. By definition such exceptions are few, and, in many industries, are non-existent. For the great majority of companies selling “commodity”products, a depressing equation of business economics prevails: persistent over-capacity without administered prices (or costs) equals poor profitability.
在许多行业中,产品差异化就是很难做到。假如少数生产商能拥有广泛且可持续的成本优势,他们可能会一直做得很好,然而这种假设很少出现甚至在许多行业中根本不存在。对于绝大多数销售无差异产品的公司来说,一个令人沮丧的商业经济常识是:当不可控的价格(或成本)面临持续产能过剩时,获利不佳将是必然结果。
Of course, over-capacity may eventually self-correct, either as capacity shrinks or demand expands. Unfortunately for the participants, such corrections often are long delayed. When they finally occur, the rebound to prosperity frequently produces a pervasive enthusiasm for expansion that, within a few years, again creates over-capacity and a new profitless environment. In other words, nothing fails like success.
当然随着亏损产能退出或需求增加,产能过剩可能会自我修正,然而不幸的是这种修正的过程却是极其缓慢而痛苦的,当产业好不容易面临反弹时,却又是一窝蜂全面扩张的开始,不到几年又将面对先前无利可图的窘况。换句话说,没有什么比成功更失败的了。
What finally determines levels of long-term profitability in such industries is the ratio of supply-tight to supply-ample years. Frequently that ratio is dismal. (It seems as if the most recent supply-tight period in our textile business - it occurred some years back - lasted the better part of a morning.)
最终决定这些行业长期盈利水平的是供应紧张年与供应充足年的比率,通常这个比例是惨淡的。以我们经营的纺织业为例,供给吃紧的情况要追溯到许多年以前,且似乎仅维持了不到一个早上的时间。
In some industries, however, capacity-tight conditions can last a long time. Sometimes actual growth in demand will outrun forecasted growth for an extended period. In other cases, adding capacity requires very long lead times because complicated manufacturing facilities must be planned and built.
然而某些行业,产能紧张的情况却可以持续很长时间,有时是,实际需求的持续增长远超行业预期,更多的情况是因为新增产能需要规划和建造复杂的生产设施,因此交付周期很长。
But in the insurance business, to return to that subject, capacity can be instantly created by capital plus an underwriter’s willingness to sign his name. (Even capital is less important in a world in which state-sponsored guaranty funds protect many policyholders against insurer insolvency.) Under almost all conditions except that of fear for survival - produced, perhaps, by a stock market debacle or a truly major natural disaster - the insurance industry operates under the competitive sword of substantial overcapacity. Generally, also, despite heroic attempts to do otherwise, the industry sells a relatively undifferentiated commodity-type product. (Many insureds, including the managers of large businesses, do not even know the names of their insurers.) Insurance, therefore, would seem to be a textbook case of an industry usually faced with the deadly combination of excess capacity and a “commodity” product.
下面回到保险业正题,只要保险公司增加点资本(在有国家资助的担保基金以保护投保人免于保险公司破产的世界中,即使资本也不那么重要),并且愿意以任何价格承保保单,保险业的供给量能马上大幅度提高。在绝大数的情况下,除了发生股市崩盘或重大自然灾害引发的破产恐惧,保险业经营环境皆处于过度竞争中。尽管有过勇敢的尝试,通常各保险公司所销售的保单还是属于无差异化的一般性商品,许多被保险人,包括大企业的经理,甚至不知道投保的保险公司名字,因此,对于一个面临产能过剩和无差异化产品致命组合的行业来说,保险似乎是一个教科书式的案例。
Why, then, was underwriting, despite the existence of cycles, generally profitable over many decades? (From 1950 through 1970, the industry combined ratio averaged 99.0. allowing all investment income plus 1% of premiums to flow through to profits.) The answer lies primarily in the historic methods of regulation and distribution. For much of this century, a large portion of the industry worked, in effect, within a legal quasi-administered pricing system fostered by insurance regulators. While price competition existed, it was not pervasive among the larger companies. The main competition was for agents, who were courted via various non-price-related strategies.
但是,1950-1970 年间,保险业平均的综合比率为 99.0,也就是说,除投资收益外,还能有 1% 的承保盈利,面临如此恶劣的行业特性,为什么这二十年保险业却能够盈利? 答案主要在于历史上的严格监管和营销方式。在本世纪的大部分时间里,保险业实际上是在保险监管机构近乎管制的定价体系内运作的。虽然存在价格竞争,但在大公司中并不普遍。主要的竞争是通过各种与价格无关的策略来争抢各地代理商。
For the giants of the industry, most rates were set through negotiations between industry “bureaus” (or through companies acting in accord with their recommendations) and state regulators. Dignified haggling occurred, but it was between company and regulator rather than between company and customer. When the dust settled, Giant A charged the same price as Giant B - and both companies and agents were prohibited by law from cutting such filed rates.
而大型业者的大多数的费率主要由行业协会与国家监管机构谈判确定的,讨价还价是难免的,但那是业者与政府间,而不是业者与客户间的行为。当争论结束,公司甲的价格可能与公司乙的完全一致,而法律也禁止业者或经纪人再杀价竞争。
The company-state negotiated prices included specific profit allowances and, when loss data indicated that current prices were unprofitable, both company managements and state regulators expected that they would act together to correct the situation. Thus, most of the pricing actions of the giants of the industry were “gentlemanly”, predictable, and profit-producing. Of prime importance - and in contrast to the way most of the business world operated - insurance companies could legally price their way to profitability even in the face of substantial over-capacity.
公司与政府协商的价格还包括特定的利润补贴,而当损失数据显示当前价格无利可图时,政府会与业者共同努力协调来改善行业状况,故保险业巨头大部分定价的举动皆能体面地确保公司有利可图,最重要的是不同于大多数商业世界的运作方式,保险公司即使在行业供给过剩的情况下,仍能合法地调整价格以确保公司的获利。
That day is gone. Although parts of the old structure remain, far more than enough new capacity exists outside of that structure to force all parties, old and new, to respond. The new capacity uses various methods of distribution and is not reluctant to use price as a prime competitive weapon. Indeed, it relishes that use. In the process, customers have learned that insurance is no longer a one-price business. They won’t forget.
但好景不常,虽然旧有的制度仍在,但组织外的资金陆续投入市场,迫使新旧各方所有的参与者作出响应,新进者利用各种不同的营销方式且毫不犹豫地使用价格战作为竞争的手段,而事实上他们很享受这个方式,在这个过程中消费者也了解到保险不再是不二价的行业,而关于这点他们永远记得。
Future profitability of the industry will be determined by current competitive characteristics, not past ones. Many managers have been slow to recognize this. It’s not only generals that prefer to fight the last war. Most business and investment analysis also comes from the rear-view mirror. It seems clear to us, however, that only one condition will allow the insurance industry to achieve significantly improved underwriting results. That is the same condition that will allow better results for the aluminum, copper, or corn producer - a major narrowing of the gap between demand and supply.
保险业未来的盈利能力取决于当前的竞争特征而非过去的,但许多经理人很难体认到这一点,不是只有将军才会战到最后一兵一卒,大部分的企业与投资分析也来自后视镜的后知后觉。但我们却看得很透澈,惟有一种情况才能改善保险业承保获利的状况,这和铝铜或玉米生产商相同,就是缩小供给与需求之间的差距。
Unfortunately, there can be no surge in demand for insurance policies comparable to one that might produce a market tightness in copper or aluminum. Rather, the supply of available insurance coverage must be curtailed. “Supply”, in this context, is mental rather than physical: plants or companies need not be shut; only the willingness of underwriters to sign their names need be curtailed.
但不幸的是,保单需求不会像铝铜等大宗商品一样,在市场供给紧缩时需求就会激增,相反,必须限制可用保险范围的供应。而所谓的供应实际上是偏向心理面而非实质面的,不需要关闭厂房或公司,只要业者克制一下签下保单的冲动即可。
This contraction will not happen because of generally poor profit levels. Bad profits produce much hand-wringing and finger-pointing. But they do not lead major sources of insurance capacity to turn their backs on very large chunks of business, thereby sacrificing market share and industry significance.
虽然行业利润水平普遍不佳,但这种收缩并不会发生。糟糕的利润虽然会引起保险业者的抱怨和指责,但他们却不愿冒着丧失市场占有率与业界地位而放弃大笔的生意。
Instead, major capacity withdrawals require a shock factor such as a natural or financial “megadisaster”. One might occur tomorrow - or many years from now. The insurance business - even taking investment income into account - will not be particularly profitable in the meantime.
保险行业重大产能的退出需要一个冲击因素,比如自然或金融上的重大灾难,那时候即使把投资收益列入考量,保险业也很难盈利。而这种情况或许明天就会发生,或许要等上好几年。
When supply ultimately contracts, large amounts of business will be available for the few with large capital capacity, a willingness to commit it, and an in-place distribution system. We would expect great opportunities for our insurance subsidiaries at such a time.
但是当供应真正紧缩时,少数几个拥有巨大资本能力并有现成的分销系统,且愿意承保的公司将获得海量业务。而我们的保险子公司已准备好这一天的到来。
During 1982, our insurance underwriting deteriorated far more than did the industry’s. From a profit position well above average, we, slipped to a performance modestly below average. The biggest swing was in National Indemnity’s traditional coverages. Lines that have been highly profitable for us in the past are now priced at levels that guarantee underwriting losses. In 1983 we expect our insurance group to record an average performance in an industry in which average is very poor.
1982 年,我们的保险承保业绩恶化的程度甚至比同业还严重,从远优于同业滑落至同业平均业绩之下,最大的变动在于国民保险传统的承保范围,我们以往获利颇佳的业务,定价水平跌到承保铁定赔钱的惨况。展望 1983 年,我们预期表现将在一个惨烈的行业中与同业水平相当。
Two of our stars, Milt Thornton at Cypress and Floyd Taylor at Kansas Fire and Casualty, continued their outstanding records of producing an underwriting profit every year since joining us. Both Milt and Floyd simply are incapable of being average. They maintain a passionately proprietary attitude toward their operations and have developed a business culture centered upon unusual cost-consciousness and customer service. It shows on their scorecards.
我们两位明星,加州 Cypress 保险的 Milt Thornton 与堪萨斯州 Kansas 保险的 Floyd Taylor 自从加入我们以来,继续保持着每年产生承保利润的杰出记录。他们在节省成本与客户至上的企业文化上,维持一惯热情积极的专业态度,这明白显现在他们的业绩记录上。
During 1982, parent company responsibility for most of our insurance operations was given to Mike Goldberg. Planning, recruitment, and monitoring all have shown significant improvement since Mike replaced me in this role.
1982 年在母公司负责管理保险子公司的任务交给迈克·戈德伯格 (Mike Goldberg),自从 Mike 从我手中接棒后,不论在计划、招募与监督上皆也明显改善。(注:迈克·戈德伯格来自麦肯锡,1982 年加入伯克希尔接替离职的丹·格罗斯曼管理保险业务,并大刀阔斧的改革,清理不合格经理人,迈克是伯克希尔保险业务走上正轨的关键人物,1985 年挖来麦肯锡原手下阿吉特·贾因,阿吉特在巴菲特的帮助下,成为伯克希尔再保险业务的核心。)
GEICO continues to be managed with a zeal for efficiency and value to the customer that virtually guarantees unusual success. Jack Byrne and Bill Snyder are achieving the most elusive of human goals - keeping things simple and remembering what you set out to do. In Lou Simpson, additionally, GEICO has the best investment manager in the property-casualty business. We are happy with every aspect of this operation. GEICO is a magnificent illustration of the high-profit exception we described earlier in discussing commodity industries with over-capacity - a company with a wide and sustainable cost advantage. Our 35% interest in GEICO represents about $250 million of premium volume, an amount considerably greater than all of the direct volume we produce.
GEICO 保险持续以追求效率与客户服务的热诚为管理宗旨,而这点也保证公司非凡的成功,Jack Byrne 与 Bill Snyder 成就人类最微妙的目标——让事情简单化并牢记你所欲达成的目标,加持业界最优秀的投资经理路易·辛普森 (Lou Simpson),我们对这最佳组合各个方面都很满意,GEICO 是前文我们所提及供应过剩的大众化商品保持仍然高利润率特殊情况的最佳典范,它是一家具有既深且广的成本优势的公司,我们在 GEICO 的 35% 权益代表着约 2.5 亿美元的保费量,远大于我们自己保险公司的销售规模。
Issuance of Equity 发行股份
Berkshire and Blue Chip are considering merger in 1983. If it takes place, it will involve an exchange of stock based upon an identical valuation method applied to both companies. The one other significant issuance of shares by Berkshire or its affiliated companies that occurred during present management’s tenure was in the 1978 merger of Berkshire with Diversified Retailing Company.
伯克希尔与蓝筹印花目前正考虑在 1983 年正式合并,如若实现,两家公司将会以一致的估值模式进行股权交换,伯克希尔上一次大量发行新股是在 1978 年并购 DRC 多元零售时。
Our share issuances follow a simple basic rule: we will not issue shares unless we receive as much intrinsic business value as we give. Such a policy might seem axiomatic. Why, you might ask, would anyone issue dollar bills in exchange for fifty-cent pieces? Unfortunately, many corporate managers have been willing to do just that.
我们发行新股遵循一项基本规则:除非我们获得的内在商业价值与我们所付出的一样多,否则我们不会发行。这种原则看似不言自明,你可能会问,谁会笨到用一元钱去换五毛钱的呢?但不幸的是,有许多企业的管理层都愿意这样做。
The first choice of these managers in making acquisitions may be to use cash or debt. But frequently the CEO’s cravings outpace cash and credit resources (certainly mine always have). Frequently, also, these cravings occur when his own stock is selling far below intrinsic business value. This state of affairs produces a moment of truth. At that point, as Yogi Berra has said, “You can observe a lot just by watching.” For shareholders then will find which objective the management truly prefers - expansion of domain or maintenance of owners’ wealth.
他们在并购企业的第一选择是用现金或举债,但 CEO 的欲望通常远远超过现金与融资额度所能负担的规模(我个人也是如此),这种情况产生了一个关键时刻,即使当他自己的股票售价远远低于内在商业价值时,这些渴望也依然经常发生。在这一点上,就像尤吉·贝拉所说的:"光看你就能观察到许多东西"[注:劳伦斯·彼得·贝拉 Lawrence Peter Berra,1925-2015,昵称 Yogi Berra,是美国职棒大联盟前明星捕手、教练与球队经理,球员生涯主要效力于纽约洋基队]。对股东而言,届时你就会发现公司管理层在乎的到底是扩张企业版图或是维护股东权益了。
The need to choose between these objectives occurs for some simple reasons. Companies often sell in the stock market below their intrinsic business value. But when a company wishes to sell out completely, in a negotiated transaction, it inevitably wants to - and usually can - receive full business value in whatever kind of currency the value is to be delivered. If cash is to be used in payment, the seller’s calculation of value received couldn’t be easier. If stock of the buyer is to be the currency, the seller’s calculation is still relatively easy: just figure the market value in cash of what is to be received in stock.
之所以需要在两者之间作选择的理由很简单,公司在股票市场上的价格通常低于其内在商业价值,但当股东会愿意将整间公司以协议的方式出售,必定想要且通常会取得相当于企业内在价值的回报,若收到的是现金,那么计算卖方取得的报酬是再容易不过了,若买方以股票作为交换货币,卖方的计算仍然相对容易,只需计算出股票的现金市场价值即可。
Meanwhile, the buyer wishing to use his own stock as currency for the purchase has no problems if the stock is selling in the market at full intrinsic value.
同时只要买方所用以交换的股票其市价接近内在商业价值便无太大问题,
But suppose it is selling at only half intrinsic value. In that case, the buyer is faced with the unhappy prospect of using a substantially undervalued currency to make its purchase.
问题是假若其股票市价只有内在商业价值的一半,这时买方将会面临用贱卖自家股票的不愉快场面。
Ironically, were the buyer to instead be a seller of its entire business, it too could negotiate for, and probably get, full intrinsic business value. But when the buyer makes a partial sale of itself - and that is what the issuance of shares to make an acquisition amounts to - it can customarily get no higher value set on its shares than the market chooses to grant it.
讽刺的是,当买方变成卖方时,他反而能通过谈判交易,换取本身企业全部的内在价值,但当买方发行部分公司股权以并购卖方时,它将无法以高于市场价格出售。
The acquirer who nevertheless barges ahead ends up using an undervalued (market value) currency to pay for a fully valued (negotiated value) property. In effect, the acquirer must give up $2 of value to receive $1 of value. Under such circumstances, a marvelous business purchased at a fair sales price becomes a terrible buy. For gold valued as gold cannot be purchased intelligently through the utilization of gold - or even silver - valued as lead.
尽管如此,强行抢购的收购方最终会使用被低估的货币(市场价值低于内在价值)来支付完全估价(谈判价值)的资产,等于是以一块钱价值的股票换仅值五毛钱的东西。在这种情况下,以公平的销售价格购买一家了不起的企业,就变成了一笔可怕的买卖,就像是把真正金银用铅的价格去兑换金子一样。
If, however, the thirst for size and action is strong enough, the acquirer’s manager will find ample rationalizations for such a value-destroying issuance of stock. Friendly investment bankers will reassure him as to the soundness of his actions. (Don’t ask the barber whether you need a haircut.)
然而,若收购方对规模和行动的渴望足够强烈,自然能够为这种摧毁公司价值发行新股的行动找到充足的理由来解释,亲切的投资银行家也会再三保证其收购的合理性,就像不要问理发师你是否应该理头发一样。
A few favorite rationalizations employed by stock-issuing managements follow:
通常公司管理层最常采用的理由有下列几项:
(a) “The company we’re buying is going to be worth a lot more in the future.” (Presumably so is the interest in the old business that is being traded away; future prospects are implicit in the business valuation process. If 2X is issued for X, the imbalance still exists when both parts double in business value.)
(a) 我们现在要买下的这家公司未来潜力无穷。大概对原有公司被交换的股份也是如此,以企业评价的角度而言,未来的远景是诲暗不明的,若以二倍价值的东西换取一倍价值的东西,即使未来二者的价值都翻一倍,此种差异仍将存在。
(b) “We have to grow.” (Who, it might be asked, is the “we”? For present shareholders, the reality is that all existing businesses shrink when shares are issued. Were Berkshire to issue shares tomorrow for an acquisition, Berkshire would own everything that it now owns plus the new business, but your interest in such hard-to-match businesses as See’s Candy Shops, National Indemnity, etc. would automatically be reduced. If (1) your family owns a 120-acre farm and (2) you invite a neighbor with 60 acres of comparable land to merge his farm into an equal partnership - with you to be managing partner, then (3) your managerial domain will have grown to 180 acres but you will have permanently shrunk by 25% your family’s ownership interest in both acreage and crops. Managers who want to expand their domain at the expense of owners might better consider a career in government.)
(b) 我们必须成长。或许有人会问:"我们指的是谁?"对现有的股东而言,事实是现有的企业价值将因发行新股而遭到稀释,假若明天伯克希尔要发行新股以并购别人,伯克希尔或许将拥有原有企业加上新并购的公司,但各位股东在那些无可取代的企业,如喜诗糖果,国民保险等公司的权益将马上减少。就像你家里原有 120 亩的农场,结果你和拥有 60 亩农地的邻居合并经营而权益各半,最后虽然你实际管理的面积增加为 180 亩,但你实际可分得的权益为 90 亩,将永远减少 25%,那些想要牺牲股东权益以扩张个人版图的管理层最好去政府部门工作。
(c) “Our stock is undervalued and we’ve minimized its use in this deal - but we need to give the selling shareholders 51% in stock and 49% in cash so that certain of those shareholders can get the tax-free exchange they want.” (This argument acknowledges that it is beneficial to the acquirer to hold down the issuance of shares, and we like that. But if it hurts the old owners to utilize shares on a 100% basis, it very likely hurts on a 51% basis. After all, a man is not charmed if a spaniel defaces his lawn, just because it’s a spaniel and not a St. Bernard. And the wishes of sellers can’t be the determinant of the best interests of the buyer - what would happen if, heaven forbid, the seller insisted that as a condition of merger the CEO of the acquirer be replaced?)
(c) 我们的股票受到低估,而在此项交易我们已尽量避免动用公司股份,但我们仍须给予卖方 51% 的股票与 49% 的现金,使得他们得以免税。这种论点无异承认买方应尽量少发行新股,我们认同。但若用 100% 的股票会损及原有股东权益,那么 51% 的股票也一样,毕竟,一个人不会因为是一只史宾格猎犬弄脏了他的草坪,就觉得能够接受,仅仅因为它是顽皮的史宾格犬而不是温顺的圣伯纳犬。卖方的意愿并不是决定买方最佳利益的考量因素,若卖方坚持被收购的条件包含换掉收购方的 CEO,那将会如何?
There are three ways to avoid destruction of value for old owners when shares are issued for acquisitions. One is to have a true business-value-for-business-value merger, such as the Berkshire-Blue Chip combination is intended to be. Such a merger attempts to be fair to shareholders of both parties, with each receiving just as much as it gives in terms of intrinsic business value. The Dart Industries-Kraft and Nabisco Standard Brands mergers appeared to be of this type, but they are the exceptions. It’s not that acquirers wish to avoid such deals; it’s just that they are very hard to do.
发行股票收购时,有三种方法可以避免原有股东的股份价值遭到侵蚀: 第一种是以内在商业价值对商业价值进行合并。就像是伯克希尔与蓝筹印花的合并案一样,这样对双方股东都公平,就内在商业价值而言,双方得到的与付出的一样多。1980 年 Dart 和 Kraft 合并,1981 年 Nabisco 和 Standard Brands 合并,二者皆是如此,但他们是少数例外。并不是收购方希望避免此类交易,只是他们很难做到公平。
The second route presents itself when the acquirer’s stock sells at or above its intrinsic business value. In that situation, the use of stock as currency actually may enhance the wealth of the acquiring company’s owners. Many mergers were accomplished on this basis in the 1965-69 period. The results were the converse of most of the activity since 1970: the shareholders of the acquired company received very inflated currency (frequently pumped up by dubious accounting and promotional techniques) and were the losers of wealth through such transactions.
第二种是当公司股票价格高于实际内在价值时,发行股票作为购买对价有利于增加原股东的权益。1965-69 年期间的许多并购案属于此类。1970 年以来的并购案则完全相反:被并购的公司股东收到高估的股票(通常被可疑的会计与推销技巧恶意抬高),成为交易中的真正输家。
During recent years the second solution has been available to very few large companies. The exceptions have primarily been those companies in glamorous or promotional businesses to which the market temporarily attaches valuations at or above intrinsic business valuation.
近年来,大公司很少能用第二方案,有些例外主要是那些具有美丽远景的公司,市场的估值暂时高于其企业内在价值。
The third solution is for the acquirer to go ahead with the acquisition, but then subsequently repurchase a quantity of shares equal to the number issued in the merger. In this manner, what originally was a stock-for-stock merger can be converted, effectively, into a cash-for-stock acquisition. Repurchases of this kind are damage-repair moves. Regular readers will correctly guess that we much prefer repurchases that directly enhance the wealth of owners instead of repurchases that merely repair previous damage. Scoring touchdowns is more exhilarating than recovering one’s fumbles. But, when a fumble has occurred, recovery is important and we heartily recommend damage-repair repurchases that turn a bad stock deal into a fair cash deal.
第三种方法是购买方先进行发行股份收购,然后从市场回购与所发行股份数量相同的股票。通过这种方式,原来以股换股的交易会变成现金换股的交易,此类回购是一种损害修复行动。普通读者应该能正确的猜到,我们宁愿以买回自家股份的方式直接增进原有股东权益,而不是仅仅修补先前的损失。虽然触地得分会比扳回一城更令人兴奋,但当发生失误时,弥补错误也是很重要的,我们衷心建议进行回购来弥补错误,将糟糕的换股交易转变为公平的现金交易。
The language utilized in mergers tends to confuse the issues and encourage irrational actions by managers. For example, “dilution” is usually carefully calculated on a pro forma basis for both book value and current earnings per share. Particular emphasis is given to the latter item. When that calculation is negative (dilutive) from the acquiring company’s standpoint, a justifying explanation will be made (internally, if not elsewhere) that the lines will cross favorably at some point in the future. (While deals often fail in practice, they never fail in projections - if the CEO is visibly panting over a prospective acquisition, subordinates and consultants will supply the requisite projections to rationalize any price.) Should the calculation produce numbers that are immediately positive - that is, anti-dilutive - for the acquirer, no comment is thought to be necessary.
合并案使用的语言通常会混淆问题,并鼓励管理层作出非理性行为,例如,股权稀释通常要仔细计算对帐面价值与每股收益的影响,而后者尤其受到重视。如果从收购方的角度来看,若测算结果为负面(即被稀释),则马上有人会作出合理解释说明在未来一定能够改善(虽然实际并购经常失败,但计划绝对不会有问题,若 CEO 很明显的对于一项并购案感到信心不足,下属与顾问一定会量身订作一套新计划来证明交易价格的合理性),更别提测算结果为正面(即反稀释),一定不会有人再有任何意见。
The attention given this form of dilution is overdone: current earnings per share (or even earnings per share of the next few years) are an important variable in most business valuations, but far from all powerful.
对这种稀释形式的数字关注也有点过头了,例如,现在的每股收益,甚至是未来几年的每股收益,是企业评价的重要变量,但却不是万能的。
There have been plenty of mergers, non-dilutive in this limited sense, that were instantly value destroying for the acquirer. And some mergers that have diluted current and near-term earnings per share have in fact been value-enhancing. What really counts is whether a merger is dilutive or anti-dilutive in terms of intrinsic business value (a judgment involving consideration of many variables). We believe calculation of dilution from this viewpoint to be all-important (and too seldom made).
有许多的合并案(收购了下坡路行业),在这些意义有限的变量上,即使未遭稀释,购买方的股东权益却遭到损害,而有些合并案虽然现在或未来几年的每股收益遭到了稀释,但原股东的权益却大幅提高。真正重要的是从企业的内在价值角度来考量,合并案是否发生了稀释,而这需要考量许多项变量。我们坚信从这个角度去判断是绝对必要的,但事实上却很难做到。
A second language problem relates to the equation of exchange. If Company A announces that it will issue shares to merge with Company B, the process is customarily described as “Company A to Acquire Company B”, or “B Sells to A”. Clearer thinking about the matter would result if a more awkward but more accurate description were used: “Part of A sold to acquire B”, or “Owners of B to receive part of A in exchange for their properties”. In a trade, what you are giving is just as important as what you are getting. This remains true even when the final tally on what is being given is delayed. Subsequent sales of common stock or convertible issues, either to complete the financing for a deal or to restore balance sheet strength, must be fully counted in evaluating the fundamental mathematics of the original acquisition. (If corporate pregnancy is going to be the consequence of corporate mating, the time to face that fact is before the moment of ecstasy.)
第二个问题牵涉到交换的比例,若甲公司宣布要发行股票收购乙公司,通常大家都会把它解读为: A 要收购 B 或 B 要出售给 A,但尴尬却更准确的描述却是: A 卖掉部分股份以收购 B,或 B 的股东得到部分 A 的股份以换取 B 全部的财产。在交易中,你付出的跟你得到的一样重要,即使要一段时间之后才能知道你真正得到的是什么,这一点依然成立。为完成交易融资或恢复资产负债表实力,而进行后续的普通股或可转换股票发行,都必须运用基本的数学方法,在收购初期进行充分的估值考虑。若企业怀胎是企业结合的必然结果,那么在享乐之前便须先面对现实。
Managers and directors might sharpen their thinking by asking themselves if they would sell 100% of their business on the same basis they are being asked to sell part of it. And if it isn’t smart to sell all on such a basis, they should ask themselves why it is smart to sell a portion. A cumulation of small managerial stupidities will produce a major stupidity - not a major triumph. (Las Vegas has been built upon the wealth transfers that occur when people engage in seemingly-small disadvantageous capital transactions.)
经理和董事必须仔细想清楚,他们会不会在像卖部分股权一样的情况下,把 100% 股权都卖掉?若卖掉全部股权的作法不恰当,那么在同一基础下卖掉部分股权就合理吗?管理层的小错误会慢慢累积成为一项大错误而非大胜利。(拉斯维加斯赌城就是建立在人们从事看似微小的不利资本交易所造成的财富移转之上。)
The “giving versus getting” factor can most easily be calculated in the case of registered investment companies. Assume Investment Company X, selling at 50% of asset value, wishes to merge with Investment Company Y. Assume, also, that Company X therefore decides to issue shares equal in market value to 100% of Y’s asset value.
付出和得到的考量因素在投资公司之间的合并是很容易的计算,假设投资公司 A 的市价仅为资产价值的一半,并打算与投资公司 B 合并,此外假设 A 公司决定发行相当市值的股份以换取 B 公司全部的资产。
Such a share exchange would leave X trading $2 of its previous intrinsic value for $1 of Y’s intrinsic value. Protests would promptly come forth from both X’s shareholders and the SEC, which rules on the fairness of registered investment company mergers. Such a transaction simply would not be allowed.
在这种情况下等于是 A 公司以 2 美元的内在价值换取 B 公司 1 美元的内在价值,而马上会接到 A 公司股东与证监会的异议,强调公司合并的公平性,所以这样的交易一定不被允许。
In the case of manufacturing, service, financial companies, etc., values are not normally as precisely calculable as in the case of investment companies. But we have seen mergers in these industries that just as dramatically destroyed value for the owners of the acquiring company as was the case in the hypothetical illustration above. This destruction could not happen if management and directors would assess the fairness of any transaction by using the same yardstick in the measurement of both businesses.
然而对制造、服务、金融等公司而言,价值却不像投资公司那么容易计算,但我们也曾见过有些并购案像前面所提案例一样明显伤害原有股东的权益,而如果公司管理层能注重公平性,愿意用同样的标准来评估两家企业的话,这样的伤害便绝对不会发生。
Finally, a word should be said about the “double whammy” effect upon owners of the acquiring company when value-diluting stock issuances occur. Under such circumstances, the first blow is the loss of intrinsic business value that occurs through the merger itself. The second is the downward revision in market valuation that, quite rationally, is given to that now-diluted business value. For current and prospective owners understandably will not pay as much for assets lodged in the hands of a management that has a record of wealth-destruction through unintelligent share issuances as they will pay for assets entrusted to a management with precisely equal operating talents, but a known distaste for anti-owner actions. Once management shows itself insensitive to the interests of owners, shareholders will suffer a long time from the price/value ratio afforded their stock (relative to other stocks), no matter what assurances management gives that the value-diluting action taken was a one-of-a-kind event.
最后,说一下稀释发行股份对购买方原有股东带来的双重打击效应,在这种情况下,第一项打击是合并案本身所造成对内在价值的损害,第二项打击是在合并案后对企业估值的下降,对被稀释的商业价值向下修正是合理的。现有与未来潜在的股东会理所当然地对管理层这种损害股东权益的行为感到失望,转而宁愿把钱交给真正重视股东权益的人手上。一旦管理层表现出对股东利益的漠不关心,公司将受到市盈率估值将向下修正的长期影响,不管管理层如何再三保证这种吃里扒外的行为只是偶发性。
Those assurances are treated by the market much as one-bug-in-the-salad explanations are treated at restaurants. Such explanations, even when accompanied by a new waiter, do not eliminate a drop in the demand (and hence market value) for salads, both on the part of the offended customer and his neighbors pondering what to order. Other things being equal, the highest stock market prices relative to intrinsic business value are given to companies whose managers have demonstrated their unwillingness to issue shares at any time on terms unfavorable to the owners of the business.
市场投资者对待这些管理层保证,就像客人在餐馆的沙拉中发现一只蟑螂一样,即使更换了新的服务员陪侍,这样的解释也无法消除沙拉需求(市场价值)的下降,不管是被冒犯的客人还是正在考虑点什么的顾客。在其他条件相同的情况下,相对于内在价值而言,股票市场的最高估值总是给那些管理层已经表明在任何时候都不轻易发行股份稀释原有股东权益的公司的。
At Berkshire, or any company whose policies we determine (including Blue Chip and Wesco), we will issue shares only if our owners receive in business value as much as we give. We will not equate activity with progress or corporate size with owner-wealth.
在伯克希尔或是其它由我们作决策的公司,包括蓝筹印花及 Wesco,惟有当我们获得的企业价值跟我们所付出的一样多时,才考虑发行新股,我们绝不会将企业发展或企业规模与股东权益等同起来。
Miscellaneous 其他杂项
This annual report is read by a varied audience, and it is possible that some members of that audience may be helpful to us in our acquisition program.
We prefer:
由于会有许多不同的读者看到这份年报,其中可能会有人对我们的收购计划有所帮助,我们对具以下条件的公司有兴趣:
(1) large purchases (at least $5 million of after-tax earnings),
(1) 具有一定的规模,税后净利润至少达到 500 万美元。
(2) demonstrated consistent earning power (future projections are of little interest to us, nor are “turn-around” situations),
(2) 表现出持续稳定的盈利能力,我们对美好前景或困境反转的公司没有兴趣。
(3) businesses earning good returns on equity while employing little or no debt,
(3) 企业在很少或没有负债的情况下,取得了良好的股本回报率 ROE。
(4) management in place (we can’t supply it),
(4) 公司具备强大的管理团队,我们不参与管理。
(5) simple businesses (if there’s lots of technology, we won’t understand it),
(5) 简单的容易理解的商业模式,我们对复杂的高科技一无所知。
(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).
(6) 合理的价格,在价格不确定前,我们不希望浪费双方太多时间。
We will not engage in unfriendly transactions. We can promise complete confidentiality and a very fast answer as to possible interest - customarily within five minutes. Cash purchases are preferred, but we will consider the use of stock when it can be done on the basis described in the previous section.
我们不会进行恶意并购。我们承诺完全保密,并尽快答复是否感兴趣(通常不超过五分钟),我们倾向现金交易,但若公司内在价值跟我们付出的一致时也会考虑发行股份。我们欢迎潜在卖家通过联系过去与我们有业务往来的人来了解我们,对于合适的企业和合适的人,我们会提供一个好的归宿。
Our shareholder-designated contributions program met with enthusiasm again this year; 95.8% of eligible shares participated. This response was particularly encouraging since only $1 per share was made available for designation, down from $2 in 1981. If the merger with Blue Chip takes place, a probable by-product will be the attainment of a consolidated tax position that will significantly enlarge our contribution base and give us a potential for designating bigger per-share amounts in the future.
今年的股东指定捐赠计划再度得到热烈回响,虽然每股仅分配 1 美元用于指定捐赠,较去年的 2 美元少,仍有 95.8% 的有效票参与,若与蓝筹印花的合并案成真,附带的好处是合并报税将使我们可捐赠的总额大幅增加,每股可分配的金额未来也会跟着增加。
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 a “street” or nominee name. For new shareholders, a more complete description of the program is on pages 62-63.
若你也想参加的话,我们强烈建议你赶快把股份从经纪人那儿改登记于自己的名下。对于新股东,更完整的计划描述在第 62-63 页。
In a characteristically rash move, we have expanded World Headquarters by 252 square feet (17%), coincidental with the signing of a new five-year lease at 1440 Kiewit Plaza. The five people who work here with me - Joan Atherton, Mike Goldberg, Gladys Kaiser, Verne McKenzie and Bill Scott - outproduce corporate groups many times their number. A compact organization lets all of us spend our time managing the business rather than managing each other.
在一时冲动之下,我们将总部的面积增加 252 平方英尺(约 17% ),同时在 Kiewit Plaza 1440 号重新签订五年的租约,和我一同工作的五个人: Joan Atherton 、 Mike Goldberg 、 Gladys Kaiser 、 Verne McKenzie 与 Bill Scott 其生产力远超过企业集团数倍,精简的组织使我们有更多的时间管理旗下公司而非互相管理。
Charlie Munger, my partner in management, will continue to operate from Los Angeles whether or not the Blue Chip merger occurs. Charlie and I are interchangeable in business decisions. Distance impedes us not at all: we’ve always found a telephone call to be more productive than a half-day committee meeting.
不管与蓝筹印花的合并成功与否,我的合伙人查理·芒格将继续留在洛杉矶,查理跟我在企业决策上是可以互相替代的,距离一点也不会妨碍我们:我们发现打一通电话比开沉闷的会议更有效率。
Two of our managerial stars retired this year: Phil Liesche at 65 from National Indemnity Company, and Ben Rosner at 79 from Associated Retail Stores. Both of these men made you, as shareholders of Berkshire, a good bit wealthier than you otherwise would have been. National Indemnity has been the most important operation in Berkshire’s growth. Phil and Jack Ringwalt, his predecessor, were the two prime movers in National Indemnity’s success. Ben Rosner sold Associated Retail Stores to Diversified Retailing Company for cash in 1967, promised to stay on only until the end of the year, and then hit business home runs for us for the next fifteen years.
今年我们有两位经营明星退休,国民保险 65 岁的菲尔·列舍 (Phil Liesche) 和联合零售 79 岁的 Ben Rosner ,作为伯克希尔的股东,这两个人都让你变的更为富有。国民保险是支持伯克希尔成长的重要业务。 Phil 和他的前任杰克·林沃尔特 (Jack Ringwalt) 是该公司成功主要的推动者,而 Ben Rosner 在 1967 年将联合零售以现金卖给多元零售后,原本仅承诺继续待到当年度年底,结果在往后的十五年仍持续表现杰出。
Both Ben and Phil ran their businesses for Berkshire with every bit of the care and drive that they would have exhibited had they personally owned 100% of these businesses. No rules were necessary to enforce or even encourage this attitude; it was embedded in the character of these men long before we came on the scene. Their good character became our good fortune. If we can continue to attract managers with the qualities of Ben and Phil, you need not worry about Berkshire’s future.
他们两人皆为伯克希尔尽心尽力管理公司就好象是他们 100% 拥有这家公司一样,无须制定额外的规则来强迫或甚至鼓励他们,早在我们加入前,这种态度便已深植在他们的人格特质中,他们的好品格成就我们更多的好福气,如果我们能持续吸引到像 Ben 和 Phil 这样的人,你将根本不必担心伯克希尔的未来。
Warren E. Buffett
沃伦.巴菲特
Chairman of the Board
董事会主席
[1]By Terrellchen @20230928
原文:But if you have owned 100% of a great many capital-intensive businesses during the decade, retained earnings that were credited fully and with painstaking precision to you under standard accounting methods have resulted in minor or zero economic value.
肖良版:但是,如果这十年你 100% 拥有的是一家大型资本密集的企业,即使按标准会计原则精确认列公司的留存收益,结果却只得到了微小甚至为零的经济利益。
参照台版译文,修改为:但如果过去十年中,你拥有许多家资本密集型企业100%的股权,按照标准的会计制度,这些公司的留存收益虽然百分百准确记录在你的帐上,但它们实质贡献的经济价值非常低,甚至是零。(同时,本段落前半部分以及下一段落中的“未分配收益”统一为“留存收益”
[2]By Terrellchen @20230928
原文:We attach real significance to the general magnitude of these numbers, but we don’t believe they should be carried to ten decimal places.
肖良版:我们非常重视这些数字的概括性大小,但没必要精确到小数点后十位。
张志雄版未译,参照主流翻译软件(有道、阿里、谷歌、bing)修改为:我们认为这些数字的一般大小具有真正的意义,但没必要精确到小数点后十位。(有道:一般大小:指某个物体或现象的大致大小或程度。)
[3]By Terrellchen @20230928
原文:Pascal’s observation seems apt: “It has struck me that all men’s misfortunes spring from the single cause that they are unable to stay quietly in one room.”
肖良版:Pascal 的观察非常恰当:"让我震惊的是,所有男人的不幸都源于他们无法安静地呆在房间里。“
参照Deepl修改为:Pascal 的观察非常恰当:"让我震惊的是,人的所有不幸都源于他们无法安静地呆在房间里。“
[4] By 纪璐 @20231203
原文:We need a moderately-priced stock market to assist us in this endeavor.
共读版:同时还需要一个温和的股市配合,
修改为:我们需要一个价格适中的股票市场来帮助我们实现这一目标
[5]By Ponge @20231204
原文:Should the stock market advance to considerably higher levels, our ability to utilize capital effectively in partial-ownership positions will be reduced or eliminated.
共读版:当股市上涨到相当高的水平,将使我们有效地运用资金买进部分优质股权的能力大打折扣或甚至完全消失
修改为:如果股市大幅走高,我们可以以较低价格在市场上获得公司部分股权的优势就会减弱或丧失。
[6]By 纪璐 @20231203
原文:There were as many good businesses around in 1972 as in 1982, but the prices the stock market placed upon those businesses in 1972 looked absurd.
共读版:虽然 1972 年的好企业和 1982 年一样多,但 1972 年的股价实在离谱
修改为:1972 年和 1982 年一样,也有很多优秀的企业,但 1972 年股票市场对这些企业的定价看起来却很荒谬。
[7]By Terrellchen @20230928
原文:Geometric progressions eventually forge their own anchors.
肖良版:几何级数最终会形成自己的锚点
(说实话,看不懂上面的意思。张志雄版就没译),建议修改为:几何级数增长最终会减缓。
[8]By 纪璐 @20231203
原文:Our willingness to purchase either partial or total ownership positions in favorably-situated businesses, coupled with reasonable discipline about the prices we are willing to pay, should give us a good chance of achieving our goal.
共读版:我们的期望是以合理的价格购买部分或整个具竞争力企业的所有权,这将有助于我们达成上述目标。
修改为:我们愿意购买有利(有竞争力)的企业的部分或全部所有权,再加上我们乐意支付的价格的约束,应该会有很好的机会实现这一目标。
[9]By Terrellchen @20230928
原文:On pages 45-61 of this report we have reproduced the narrative reports of the principal executives of Blue Chip and Wesco, in which they describe 1982 operations. A copy of the full annual report of either company will be mailed to any Berkshire shareholder upon request to Mr. Robert H. Bird for Blue Chip Stamps, 5801 South Eastern Avenue, Los Angeles, California 90040, or to Mrs. Jeanne Leach for Wesco Financial Corporation, 315 East Colorado Boulevard, Pasadena, California 91109.
肖良版:未译
增加有道机译:在本报告的第 45-61 页,我们复制了蓝筹公司和韦斯科公司首席执行官的叙述性报告,他们在报告中描述了 1982 年的运营情况。任何一家公司的完整年度报告副本都将邮寄给伯克希尔股东,请 Robert H. Bird 先生(Blue Chip Stamps, 5801 South Eastern Avenue, Los Angeles, California 90040)或 Jeanne Leach 夫人(Wesco Financial Corporation, 315 East Colorado Boulevard, Pasadena, California 91109)索取。