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.
过去一年,我们的登记在册股东人数从约1900人增至约2900人。这一增长大部分来自我们与Blue Chip Stamps的合并,但"自然增长"的速度也有所加快——几年前我们还只有约1000名股东。
With so many new shareholders, it's appropriate to summarize the major business principles we follow that pertain to the manager-owner relationship:
随着新股东大量涌入,现在正是系统梳理我们在经理人与所有者关系上所遵循的核心经营原则的好时机:
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.
我们的组织形式是公司,但我们的态度是合伙制。Charlie Munger和我把股东视为所有者合伙人,把我们自己视为管理合伙人。(由于持股规模,不管好坏,我们也是控股合伙人。)我们不把公司本身视为经营资产的最终所有者,而是把公司看作股东拥有这些资产的一个导管。
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.
基于这种以所有者为导向的理念,我们的董事全都是Berkshire Hathaway的重要股东。五位董事中至少有四位,其家庭净资产的50%以上由持有的Berkshire股份构成。我们吃自己做的饭。
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.
我们的长期经济目标(附带若干后文提及的限定条件)是最大化每股内在商业价值的年均增长率。我们衡量Berkshire经济意义与经营绩效的标准不是规模大小,而是每股价值的进步。我们确信,每股价值的增长速度在未来将会放缓——资本规模的大幅扩张必然导致这一结果。但如果我们的增长速度无法超过美国大型企业的平均水平,我们会感到失望。
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.
我们的首选方式,是直接完整拥有一批能持续产生现金、且资本回报率长期高于平均水平的多元化企业。次选方式是通过保险子公司购买上市普通股,从而间接拥有同类企业的部分权益。企业的价格与可得性,以及保险业务的资本需求,共同决定着我们每一年的资本配置方向。
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.
由于这种双轨并行的持股方式,加之传统会计准则本身的局限性,合并报告利润对我们真实经济表现的揭示往往十分有限。Charlie和我,无论作为所有者还是管理者,实际上对这类合并数字几乎视而不见。但我们会向你们单独披露每一家我们控制的主要企业的盈利情况——这些数字在我们看来才是真正重要的。这些数据,连同我们就各家企业所提供的其他信息,应当能切实帮助你们对它们作出判断。
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.
会计处理后果不会影响我们的经营决策或资本配置决策。在收购成本相近的情况下,我们宁愿购买按通行会计准则无法在我们报表中体现的2美元盈利,也不愿购买可以体现的1美元盈利。这恰恰是我们经常面临的选择——整体收购一家企业(其盈利将在报表中全额体现)的价格,往往是按比例购买小部分权益(其盈利大多无法体现)价格的两倍。从总量和长期来看,我们预期这些未入账的盈利最终将通过资本利得,完整地反映在我们的内在商业价值之中。
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.
我们极少大量使用债务,即便使用,我们也会尽量将其安排为长期固定利率的结构。我们宁可放弃有吸引力的机会,也不愿过度杠杆化我们的资产负债表。这种保守主义确实拖累了我们的业绩,但考虑到我们对保单持有人、储户、贷款人,以及那些将个人净资产中异乎寻常之大比例托付给我们的众多股权持有人所负有的受托责任,这是唯一能让我们感到心安的行为方式。
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.
管理层的"愿望清单"不会由股东来买单。我们不会以无视股东长期经济利益的控制权溢价去收购整家企业来实现多元化。我们对待你们的钱,只会做我们用自己的钱也会做的事——充分权衡你们通过在股市直接购买股票、自行分散投资组合所能获得的价值。
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.
我们认为,高尚的意图需要定期与实际结果相互印证。我们检验留存收益是否明智的方式是:评估每留存1美元盈利,能否随时间推移为股东创造至少1美元的市场价值。迄今为止,这一检验已经通过。我们将继续以五年滚动的方式持续检验。随着我们净资产的增长,明智地运用留存收益将变得愈发困难。
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.
我们只在所获得的商业价值与所付出的相当时,才会发行普通股。这一原则适用于所有形式的股份发行——不仅是并购或公开发行,也包括以股换债、股票期权和可转换证券。我们不会以与整体企业价值不相称的条件,出售你们公司的小部分权益——而发行股份,本质上就是在做这件事。
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.
你们应当充分了解Charlie和我共同持有的一种态度——它确实损害了我们的财务表现:无论价格如何,我们对出售Berkshire旗下任何一家优质企业毫无兴趣;对于那些表现欠佳的企业,只要我们预期它们至少还能产生一些现金,只要我们对其管理层和劳动关系感到满意,我们也极不情愿将其出售。我们希望不再重蹈当初将我们引入这些欠佳企业的资本配置错误。对于那种认为可以通过大规模资本支出将糟糕业务恢复到令人满意盈利水平的建议,我们抱有高度警惕。(预测数字将会耀眼夺目,倡导者也会真诚热切——但最终,向一个糟糕的行业追加大量投资,往往就像在流沙中挣扎,徒劳无功。)尽管如此,那种"金拉米牌"式的管理行为——每次都丢掉最没前途的业务——并非我们的风格。我们宁愿让整体业绩受到一点拖累,也不愿那样行事。
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.
我们在向你们汇报时会保持坦诚,着重说明对评估商业价值至关重要的优势与不足。我们的原则是:换位思考,告诉你们如果立场互换我们自己想知道的商业事实。这是我们对你们最起码的责任。此外,作为一家拥有重要传媒业务的公司,如果我们在报道自身时所采用的准确性、客观性和深刻性标准,低于我们对新闻从业者报道他人时的期望,那将是无可原谅的。我们也相信,坦诚对我们作为管理者本身也有益处:在公开场合误导他人的CEO,最终可能在私下也会误导自己。
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.
尽管我们奉行坦诚原则,但对于我们在有价证券方面的活动,我们只会披露法律要求的最低限度。好的投资想法如同好的产品或收购想法一样,稀少、珍贵,且容易被竞争对手所利用。因此,我们通常不会谈论我们的投资想法。这一禁令甚至延伸至我们已经卖出的证券(因为我们可能再度买入),以及那些被错误传言称我们正在买入的股票。如果我们否认某些传言,却在其他场合说"无可奉告",那么这些"无可奉告"本身就会变成一种确认。
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.
至此,这份"信条问答"已经陈述完毕。现在我们可以进入1983年的高光时刻——收购Nebraska Furniture Mart的多数股权,以及我们与Rose Blumkin和她的家人之间那段缘分的开始。
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."
去年,在谈到那些头脑聪明却肾上腺素过剩的管理者如何争相追逐愚蠢收购时,我引用了Pascal的话:"我深感人类所有的不幸,皆源于同一个原因——他们无法安静地待在一个房间里。"
Even Pascal would have left the room for Mrs. Blumkin.
但即便是Pascal,为了Mrs. Blumkin,也会离开那个房间。
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.
大约67年前,时年23岁的Mrs. Blumkin凭借三寸不烂之舌说服了边境警卫,离开俄国前往美国。她没有受过任何正规教育,连小学程度都谈不上,也不懂英语。在美国生活了若干年后,她才学会了这门语言——方式是她的大女儿每天晚上把白天在学校学到的单词教给她。
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.
1937年,在多年从事旧衣销售之后,Mrs. Blumkin攒下了500美元,用以实现她开一家家具店的梦想。在参观了芝加哥的American Furniture Mart——彼时全国家具批发业务的中心——之后,她决定将自己的梦想命名为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.
一家仅凭500美元起步、既无地段优势也无产品优势的小店,对抗财力雄厚、根基深厚的竞争对手,她遭遇了你能想到的每一个障碍,以及若干你想不到的。在早期某个节骨眼上,她那点可怜的资金耗尽了,"Mrs. B"——这个名字如今在大奥马哈地区的知名度堪比Coca-Cola或Sanka——用了一个商学院课堂里从不教的办法:她把自家的家具和电器全部卖掉,分文不差地偿还了债主。
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.
奥马哈的零售商们逐渐意识到,Mrs. B给顾客的价格远比他们优惠,于是开始向家具和地毯制造商施压,要求他们不得向她供货。但她通过各种策略获得了货源,并大幅削价销售。Mrs. B随后被以违反公平交易法为由告上法庭。她不仅赢了所有官司,还因此获得了无价的公众曝光。其中一个案子结案时,她当庭证明自己以远低于市价的折扣出售地毯仍然有利可图,随后当场向法官卖出了价值1400美元的地毯。
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.
如今,Nebraska Furniture Mart仅凭一家占地20万平方英尺的门店,每年创造逾1亿美元的销售额。全国没有任何一家家居用品店的销售量能与之比肩。就是这一家门店,其家具、地毯和电器的销售额,超过了奥马哈所有竞争对手的总和。
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.
在评估一家企业时,我总会问自己一个问题:假设我有充裕的资本和优秀的人才,我会有多乐意与它竞争?我宁可去和灰熊搏斗,也不愿与Mrs. B和她的子孙们竞争。他们的采购眼光极为出色,运营费用率低到竞争对手想都不敢想,然后又把节省下来的大部分成本让利给顾客。这是一家理想的企业——建立在为顾客创造卓越价值的基础之上,这种价值反过来又为所有者带来了卓越的经济回报。
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.
Mrs. B既聪明又有智慧,出于深谋远虑的家族考量,她愿意在去年出售这家企业。我对这个家族和这家企业仰慕已久,双方很快就达成了交易。但现年90岁的Mrs. B可不是那种回家安享晚年的人——用她自己的话说,她不想冒"脑子生锈"的风险。她依然担任董事长,每周七天出现在销售楼层。地毯销售是她的专长,她个人的销售量放在其他地毯零售商那里,足以撑起一个部门的业绩。
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.
我们收购了该企业90%的股权——另外10%留给参与管理的家族成员——并向若干关键的年轻家族管理者授予了10%的期权。
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.
这是怎样一群管理者啊。遗传学家们见到Blumkin家族,恐怕要兴奋得翻跟斗。Louie Blumkin,Mrs. B的儿子,担任Nebraska Furniture Mart总裁多年,被公认为全国家具和电器采购领域眼光最为老辣的人。Louie说他有最好的老师,Mrs. B说她有最好的学生。他们说的都对。Louie和他的三个儿子都继承了Blumkin家族的商业头脑、职业操守,以及最重要的——品格。除此之外,他们还都是真正可亲的人。能与他们成为合伙人,我们深感欣喜。
公司业绩
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.")
1983年,我们的每股账面价值从737.43美元增至975.83美元,增幅32%。我们从不过分看重单年数字。毕竟,地球绕太阳运行一圈所需的时间,为何要与商业行为产生回报所需的时间恰好同步?我们建议采用不少于五年的检验期作为衡量经济表现的粗略标准。如果五年平均年度增益远低于同期美国工业整体的股本回报率,警报就应该响起。(如果真的发生这种情况,请留意我们的解释——正如Goethe所言:"当思想匮乏时,言辞便大派用场。")

For example: (1) As if governed by Newton’s First Law of Motion, an institution will resist any change in its current direction; (2) Just as work expands to fill available time, corporate projects or acquisitions will materialize to soak up available funds; (3) Any business craving of the leader, however foolish, will be quickly supported by detailed rate-of-return and strategic studies prepared by his troops; and (4) The behavior of peer companies, whether they are expanding, acquiring, setting executive compensation or whatever, will be mindlessly imitated.
比如:(1)仿佛受牛顿第一定律支配,机构会抗拒改变其当前方向;(2)正如工作会膨胀以填满可用时间,公司项目或并购会自发出现以消耗可用资金;(3)领导者的任何业务“渴望”,哪怕愚蠢,其下属都会迅速拿出详尽的收益率与战略研究予以背书;(4)同业公司的行为——不论是扩张、并购、制定高管薪酬等——都会被盲目模仿。
(1)抗拒
基本不信任(Basic mistrust)的情绪结构的形成时间很早,3岁以前,最明显的表现特征是抗拒,抗拒世界是可以信任的,问题是有答案的,不相信改变会带来可控的结果,不相信外部是可合作、可理解、可修正的。
(2)填满
只要醒着就需要有事情填满大脑,空白本身不可承受,基本不信任的情绪结构被内心的恐惧驱动,需要“填满”以求得安全感。
(3)自我强化
同样愚蠢的下属产生自我强化,同时也是自我选择的结果,同结构的人互相识别、互相强化,组织会把“不合拍”的人筛掉,把会配合强化的人留下来。
(4)盲目模仿
巴甫洛夫训练后的狗,Basic mistrust 下,没有真正的主体性,只有条件反射式对外部信号的服从。
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.
在现任管理层19年的任期内,每股账面价值从19.46美元增长至975.83美元,年复合增长率为22.6%。考虑到我们目前的规模,这一回报率不可能持续。相信这一点的人,应该去从事销售,而不是数学。
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.
我们用账面价值来报告我们的进展,因为在我们的情况下(尽管绝非放之四海而皆准),它是内在商业价值增长的一个保守但尚算充分的替代指标——而内在商业价值才是真正重要的衡量标准。账面价值作为计分指标的优点在于:它易于计算,不涉及计算内在商业价值时所需的那些主观(但重要的)判断。然而,有一点至关重要:账面价值与内在商业价值这两个概念,含义大相径庭。
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.
账面价值是一个会计概念,记录的是来自投入资本和留存收益的累计财务投入。内在商业价值是一个经济概念,估算的是未来现金产出折现至今日的现值。账面价值告诉你投入了多少;内在商业价值估算的是能取出多少。
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.
一个类比可以说明两者的差异。假设你花同样的钱送两个孩子读完大学。每个孩子所受教育的账面价值(以财务投入衡量)是相同的。但未来回报的现值(即内在商业价值)却可能天差地别——从零到教育成本的数倍不等。企业亦然:财务投入相同的企业,最终价值可以相差悬殊。
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.
在Berkshire,1965财年初现任管理层接手之时,每股19.46美元的账面价值大幅高估了内在商业价值。彼时全部账面价值均由纺织资产构成,而这些资产平均而言根本无法赚取接近合理水平的回报率。套用我们的类比,对纺织资产的投资,犹如对一段基本属于虚掷的教育的投资。
Now, however, our intrinsic business value considerably exceeds book value. There are two major reasons:
然而如今,我们的内在商业价值已大幅超越账面价值。主要原因有两点:
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;
标准会计准则要求,我们保险子公司持有的普通股须按市值在账面上列示,但我们持有的其他股票则须按总成本与市值孰低原则计量。1983年底,后者的市值超出账面价值税前约7000万美元,税后约5000万美元。这部分超额价值属于我们的内在商业价值,但并未纳入账面价值的计算;
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.
更重要的是,我们旗下数家企业所拥有的经济商誉(可合理纳入内在商业价值)远远大于资产负债表上所载、并体现于账面价值中的会计商誉。
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.
无论是经济商誉还是会计商誉,都是颇为深奥的议题,需要的解释远超本文所宜涉及的篇幅。本信后附的附录——《商誉及其摊销:规则与现实》——将阐明经济商誉与会计商誉为何能够、且通常确实大相径庭。
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.
你完全可以从未考虑过商誉及其摊销,同样过上充实而有意义的人生。但投资与管理的学习者应当理解这一议题的微妙之处。与35年前相比,我自己的思想已经发生了根本性的转变——那时我被教导要偏爱有形资产,回避那些价值主要依赖经济商誉的企业。这种偏见使我在重要的商业决策上犯了许多"不作为之错",尽管"作为之错"相对较少。
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.
Keynes一语道破了我的问题:"困难不在于接受新思想,而在于摆脱旧思想。"我的摆脱来得很迟,部分原因在于,同一位老师教给我的大多数东西已经(并将继续)具有极高的价值,令我难以轻易割舍。最终,直接与间接的商业经验,造就了我如今的强烈偏好——青睐那些拥有大量持久商誉、且对有形资产需求极少的企业。
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.
我向那些熟悉会计术语、且有兴趣理解商誉商业层面的读者推荐阅读附录。无论你是否打算研读附录,你都应当了解:Charlie和我相信,Berkshire所拥有的经济商誉价值,远远超出我们账面价值所反映的部分。
Sources of Reported Earnings
报告收益来源
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.
下表列示了Berkshire报告收益的来源。1982年,Berkshire持有Blue Chip Stamps约60%的股权;1983年,前六个月持股比例为60%,此后增至100%。相应地,Berkshire对Wesco的净权益在1982年及1983年上半年为48%,1983年下半年则为80%。由于持股比例发生了上述变化,表格前两列能最好地反映各业务的基本经营表现。
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.
各业务实体因非经常性资产出售所产生的重大损益,均与证券交易合并列示于表格近底部的一行,不计入经营收益。(我们认为任何单一年度的已实现资本损益数字毫无意义,但我们认为多年累计的已实现与未实现资本利得总量至关重要。)此外,商誉摊销不计入各具体业务,而是出于附录所述的原因,单独列示为一个项目。

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.
关于Wesco旗下业务的讨论,请参阅第46至51页Charlie Munger的报告。1983年底,因健康原因,Louie Vincenti在77岁时被迫退休,Charlie随即接任Wesco董事长一职。有时候,"健康原因"不过是一个委婉说法,但对Louie而言,除了真正的健康问题,没有任何其他原因能让我们考虑他的退休。Louie是一位出色的人,也是一位出色的管理者。
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.
表中列示的GEICO特别分配,起因于该公司就其部分股票发起要约收购,从我们及其他股东手中回购股份。应GEICO的要求,我们出售了一定数量的股份,使交易前后我们的持股比例保持不变。由于出售比例与整体持股结构相称,我们得以将所得款项作为股息处理。与个人不同,企业从股息而非资本利得中获取收益时,实际税后所得要多得多——股息的联邦所得税有效税率为6.9%,而资本利得为28%。
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.
即便加上这笔特别项目,我们1983年从GEICO获得的股息总额,仍远低于按持股比例应占的GEICO盈利。因此,无论从会计还是经济角度看,将这笔赎回所得计入我们的报告收益都完全合理。我们特别提请你们注意这一项目,仅仅是因为其金额较大且性质特殊。
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.
向你们展示收益来源的表格,包含了我们持有的非控股上市股权公司所支付的股息。但该表格并不包含这些公司按我们持股比例应占的留存收益。从总量和长期来看,我们预期这些未分配盈利最终将反映在市场价格中,并以一比一的方式提升我们的内在商业价值——就如同这些盈利处于我们的掌控之下、作为我们利润的一部分加以报告一样。这并不意味着我们期望所有持仓都表现一致;有些会令我们失望,另一些则会带来惊喜。迄今为止,我们的实际经验优于最初的预期。从总量来看,每一美元的留存收益,为我们带来了远超一美元的市值增长。
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.
下表列示了我们1983年底的有价股权证券净持仓。所有数字均代表Berkshire持仓的100%,以及Wesco持仓的80%。归属于Wesco少数股东的部分已予剔除。

Based upon present holdings and present dividend rates—excluding any special items such as the GEICO proportional redemption last 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.
根据目前的持仓和现行股息率——剔除去年GEICO比例赎回之类的特别项目——我们预计1984年来自这一组合的报告股息约为3900万美元。我们也可以对这一组合按持股比例应占的留存收益作一个非常粗略的估算:全年大约合计6500万美元。这些留存收益在短期内很可能对证券市场价格没有直接影响。但从长远来看,我们认为它们将具有切实的意义。
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.
除上述数据外,我们所控制企业的相关信息详见第40至44页的管理层讨论。其中最重要的是Buffalo Evening News、See's以及保险集团,我们将在此对它们予以专门关注。
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.
首先作一说明:我们的公司名称是Buffalo Evening News, Inc.,但自一年多前我们开始出版晨刊以来,报纸的名称已更名为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).
1983年,Buffalo News的税后利润率略微超过了10%的目标。原因有两个:(1)由于一笔大额亏损结转(目前已全部用完),州所得税负担低于正常水平;(2)新闻纸每吨成本大幅下降(这是一个意外的偶然因素,2024年将会逆转)。
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.
尽管我们1983年的利润率与同类报纸相比大致处于平均水平,但考虑到Buffalo的经济和零售环境,这份成绩单仍然是一项显著的成就。
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.
Buffalo的工业结构以重工业为主,这一板块在近期经济衰退中遭受了格外沉重的打击,且复苏步伐明显滞后。Buffalo消费者承压,报纸的零售广告客户也随之受累。过去几年间,这些客户的数量不断萎缩,许多仍在维持的客户也削减了广告版面。
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).
在这样的环境下,Buffalo News拥有一项卓越的优势:公众的认可度。这一指标以报纸的"渗透率"来衡量——即社区内每天购买该报的家庭占比。我们的渗透率堪称出色:在截至1983年9月30日的六个月里,Buffalo News在美国最大的100家报纸中,工作日渗透率高居榜首(排名基于发行量稽核局编制的"城市区域"数据)。
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.
在解读这一排名时,有一点值得注意:许多大城市有两份报纸,在这种情况下,任何一份报纸的渗透率都必然低于像Buffalo这样只有一份报纸的城市。尽管如此,在这100家最大报纸中,有许多都是各自城市里唯一的报纸。在这些报纸中,Buffalo News高居全国榜首,远远领先于全国许多家喻户晓的日报。
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.
在同一批大型日报的周日版中,Buffalo News的渗透率排名第三——领先许多知名报纸十至二十个百分点。Buffalo并非一向如此。下表列示了1977年之前与当前时期Buffalo的周日发行量对比。在早期,周日版报纸是Courier-Express(当时Buffalo News尚未出版周日版)。如今,当然已换成了Buffalo News。

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.
我们认为,报纸的渗透率是衡量其特许经营权强度的最佳指标。在主要本地零售商最为关注的地理区域内渗透率异常高、而在其他地区发行量相对有限的报纸,对这些零售商而言是效率极高的广告投放选择。低渗透率的报纸对广告主的说服力则要弱得多。
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:
在我们看来,有三个因素在很大程度上解释了Buffalo News在社区中获得异乎寻常认可的原因。其中,第二点和第三点也可能解释了,为何在Courier-Express是唯一周日版报纸的时代,Sunday News的受欢迎程度反而超过了当时的Sunday Courier-Express:
(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.
第一点与Buffalo News本身的优劣无关。Buffalo的人口流出和流入都相对较低。稳定的人口比流动性大的人口对社区活动更感兴趣、参与度更高——因此,对本地日报内容的兴趣也更浓厚。一座城市人口进出越频繁,渗透率就会越低。
(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.
Buffalo News拥有卓越编辑质量与新闻诚信的声誉,这一声誉由我们长期担任编辑的传奇人物Alfred Kirchhofer精心磨砺而成,并由Murray Light加以传承和发扬。这一声誉对于我们在面对根深蒂固的竞争对手时成功创办周日版,至关重要。而如果没有周日版,Buffalo News从长远来看将难以为继。
(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.
Buffalo News名副其实——它提供的新闻内容量异乎寻常地丰富。1983年,我们的"新闻版面"(编辑内容,不含广告)占报纸总内容的50%(不含预印插页)。在同等或更大规模、且主导各自市场的报纸中,我们所知道的新闻版面比例超过Buffalo News的,只有一家。全面的统计数据无从获取,但抽样显示行业平均水平在30%出头。换言之,同等页数下,我们的内容组合比典型报纸多提供逾25%的新闻。这种新闻内容丰富的组合是有意为之。过去十年间,一些出版商为追求更高利润率而压缩新闻版面。我们一直维持着我们的版面比例,今后也将继续如此。经过精心撰写和编辑的充足新闻,使我们的报纸对读者更具价值,也有助于我们取得异乎寻常的渗透率。
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.
尽管Buffalo News的特许经营权实力强劲,ROP版面广告(印刷于报纸页面内的广告,有别于预印插页)的增长仍将极为艰难。1983年我们的预印广告取得了巨大增长:版面行数从930万行增至1640万行,收入从360万美元增至810万美元。这些增长与全国趋势一致,但在我们的案例中有所夸大——部分原因在于Courier-Express停刊后我们承接了其原有业务。
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.
总体而言,从ROP广告向预印广告的转变对我们具有不利的经济影响。预印广告的盈利能力较低,且更容易受到其他配送方式的竞争冲击。此外,ROP版面的减少意味着新闻的绝对版面空间随之收缩(因为新闻版面比例保持不变),从而削弱了报纸对读者的价值。
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.
Stan Lipsey在Henry Urban退休后于年中接任Buffalo News发行人一职。在我们创办周日版后那段诉讼缠身、持续亏损的至暗时刻,Henry从未退缩——彼时许多报业人士都对这一决策的明智性存疑,包括我们自己楼里的一些人。Henry深受Buffalo商界的敬重,深受所有曾为他效力者的敬重,也深受Charlie和我的敬重。Stan与Henry共事多年,自1969年起便为Berkshire Hathaway效力。他亲身参与了报业从编辑到发行的所有实操环节。我们再找不到比他更合适的人选了。
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.
See's的财务表现持续出色。这家企业拥有宝贵而坚实的消费者特许经营权,以及一位同样宝贵而可靠的管理者。
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.
近年来,See's遭遇了两个重要问题,其中至少一个正在逐步走向解决。这个问题涉及原材料以外的成本。近年来我们在原材料成本上获得了一些有利条件,当然我们的竞争对手也同样如此。总有一天,这一状况会朝相反方向给我们带来令人不快的意外。事实上,原材料成本在很大程度上不在我们的控制之内——因为无论原材料价格如何变化,我们都会理所当然地购买我们所能买到的最优质原料。我们视产品质量为神圣之事。
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.
但其他类型的成本则更具可控性,而我们的问题恰恰出在这里。以每磅计算,我们过去几年的成本(不含原材料)的增速,已显著超过总体价格水平的涨幅。扭转这一趋势,对于我们的竞争地位和盈利潜力至关重要。
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:
近几个月来,成本控制已取得了明显改善,我们确信1984年这部分成本的增速将低于通货膨胀率。这份信心来自我们对Chuck Huggins管理才能的长期认识。我们在接手的第一天就让Chuck主持大局,他的业绩记录堪称非凡,如下表所示:

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.
如上表所示,我们面临的另一个问题是,近期销售磅数一直未能实现有意义的增长。整个行业都面临同样的问题。但多年来我们在这方面一直优于行业表现,而如今已不再如此。
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.
尽管门店数量(以及配送费用)每年都有小幅增加,但过去四年我们零售门店的销售磅数几乎逐年持平。当然,由于我们大幅提价,美元销售额有所增长。但我们认为,衡量零售趋势最重要的指标是每家门店的销售量,而非美元销售额。以同店口径(仅统计两年内全年开业的门店)、所有数据均调整为52周计算,1983年的销售磅数下降了0.8%。这一小幅下降是我们自1979年以来最好的同店表现;自那以来的累计降幅约为8%。批量订单销售额约占我们总量的25%,在整个1970年代实现了非常大的磅数增长之后,近年来已趋于平稳。
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.
无论是零售门店还是批量订单领域,销量的停滞究竟在多大程度上源于我们的定价策略,又在多大程度上源于行业整体销量停滞、经济衰退,以及我们在主要营销区域已经占据的异常高的市场份额,我们尚无定论。1984年的涨价幅度远比过去几年温和,我们希望明年能向你们报告更好的销量数据。但目前我们没有任何依据作出预测。
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.
尽管面临销量问题,See's的优势依然众多且举足轻重。在我们的主要营销区域——西部地区,我们的糖果相较于任何竞争对手都拥有压倒性的偏好优势。事实上,我们相信大多数巧克力爱好者会更偏爱我们的产品,即便其他产品的售价是我们的两三倍。(糖果与股票一样,价格与价值可以背道而驰;价格是你付出的,价值是你得到的。)我们旗下门店的客户服务质量——全国门店均由我们自营而非加盟商经营——与产品本身同样出色。热情、乐于助人的员工,与包装盒上的商标一样,都是See's的标志。对于一家每年需要雇用约2000名季节性员工的企业而言,这绝非小事。我们不知道有哪家规模相当的企业,能在客户服务质量上超越Chuck Huggins和他的团队。
Because we have raised prices so modestly in 1984, we expect See's profits this year to be about the same as in 1983.
由于1984年的提价幅度如此温和,我们预计今年See's的利润将与1983年大致持平。
Insurance—Controlled Operations
保险——受控业务
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.
我们既自营保险公司,也在一家我们不经营的保险企业GEICO中拥有重大经济利益。所有结果可以简单概括:总体而言,我们自营的那些公司——其承保结果反映了几年前由我负责的决策所带来的后果——表现极为糟糕。幸运的是,GEICO——其经营方针我并不干预——表现简直亮瞎眼睛。你从这段概述中得出的推断是正确的:我几年前犯下了一些严重错误,如今已一一得到了报应。
The industry had its worst underwriting year in a long time, as indicated by the table below:
如下表所示,整个行业经历了很长时间以来最糟糕的承保年份:

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.
Best's的数据反映了几乎整个行业的经营状况,包括股份制公司、互助保险公司和互惠保险公司。综合比率代表保险总成本(已发生损失加上费用)与保费收入之比;低于100表示承保盈利,高于100则表示亏损。
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.
基于去年报告中所阐述的原因,我们预计1983年行业的糟糕表现,在未来相当多年里将或多或少成为常态。(正如Yogi Berra所言:"一切将似曾相识地重演。")这并不意味着我们认为数据不会有所波动——它们肯定会。但我们认为,本十年剩余年份的综合比率平均值,大幅低于1981至1983年水平的可能性极低。基于我们对通货膨胀的预期——在这方面我们一如既往地悲观——行业保费规模每年必须增长约10%,才能仅仅维持损失率在现有水平不再恶化。
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.
我们自身1983年的综合比率为121。由于Mike Goldberg最近接管了保险业务的大部分责任,如果我能把我们的不足之处推到他身上而不是我自己身上,那对我来说倒是很方便。但不幸的是,正如我们多次指出的,保险业务有很长的前置周期。尽管业务方针可以改变,人员可以改善,但效果的显现需要相当长的时间。(这一行业特性使我们在GEICO上赚了大钱;在结果真正发生之前很久,我们就能预见到可能会发生什么。)因此,1983年业绩的根源,在于两年或更早之前我直接负责保险集团时所作出的经营和人事决策。
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.
尽管我们的整体表现欠佳,但我们的几位管理者确实做出了真正出色的工作。Roland Miller带领National Indemnity Company和National Fire and Marine Insurance Company的汽车及一般责任险业务取得了改善的成绩,而竞争对手的业绩却在恶化。此外,Continental Divide Insurance——我们羽翼未丰的科罗拉多州本土公司——的Tom Rowley,看来注定会是一个赢家。Mike在一年多前发现了他,这是一次重要的人才收获。
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.
我们最近在再保险交易领域变得活跃起来——并希望变得更加活跃——在这类交易中,买方最首要的关切应当是卖方的长期信用可靠性。在此类交易中,我们卓越的财务实力,应使我们成为未来很多年里都必须依赖再保险公司承诺的索赔方和保险公司的首选。
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.
此类业务的一个主要来源是结构性和解——一种损失理赔方式,索赔方按期(几乎总是终身按月)收取款项,而非一次性获得一笔总额赔付。这种和解形式对索赔方具有重要的税务优势,同时也防止其挥霍一大笔一次性赔付款。和解协议中通常内置了一定的通胀保护。索赔方通常已遭受严重伤害,因此这些定期支付在未来数十年内必须毫无疑问地有保障。我们相信我们提供了无与伦比的安全保障。据我们所知,没有任何其他保险公司——即便是那些总资产规模大得多的公司——拥有我们这样的财务实力。
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.
我们也认为,我们的财务实力应能向希望转移损失准备金的公司推荐我们。在此类交易中,其他保险公司向我们支付一笔总额,由我们承接适用于大批到期业务的所有(或特定部分)未来损失赔付。在这里,转让索赔方同样需要确信受让方在未来多年的财务实力。再次重申,在我们看来,大多数争取此类业务的竞争对手,其财务状况实质上均逊色于我们。
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.
从潜力来看,结构性和解与承接损失准备金对我们而言可能变得举足轻重。由于其潜在规模,以及这些业务相对于保费规模能产生大量投资收益,我们将在保险分部数据中单独列示这些业务的承保结果,并在向你们报告综合比率时剔除其影响。我们在结构性和解或损失准备金交易中不预先确认任何利润,所有可归属的间接费用均在当期列支。这两项业务均由National Indemnity Company的Don Wurster负责经营。
Insurance—GEICO
保险——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.
GEICO 1983年的表现,与我们自营保险业务的糟糕表现形成了鲜明对比,堪称同样出色。与行业综合比率111相比,GEICO在大额自愿计提保单持有人股息后,综合比率仅为96。几年前,我不会想到GEICO能如此大幅地超越行业。其优越性反映了一个真正卓越的商业理念与卓越管理层的有机结合。
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.
Jack Byrne和Bill Snyder在承保领域保持了非凡的纪律(包括至关重要的充分提取适当损失准备金),他们的努力如今正进一步得到回报——新业务获得了显著增长。同样重要的是,Lou Simpson是保险投资经理中的翘楚。他们三人是一支了不起的团队。
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.
我们持有GEICO约三分之一的权益。这意味着我们在该公司保费规模中拥有约2.7亿美元的份额,比我们自营业务的保费规模大约80%。因此,我们保险业务总量的主要部分,来自全国最优质的保险账簿。这一事实丝毫不能减轻我们改善自身经营的迫切需要。
Stock Splits and Stock Activity
股票分拆与股票操作
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.
我们经常被问到Berkshire为何不进行股票分拆。这个问题背后通常隐含着一个假设:分拆是一种有利于股东的举措。我们不这么认为。让我来解释原因。
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.
我们的目标之一,是让Berkshire Hathaway的股票以与其内在商业价值合理相关的价格交易。(但请注意是"合理相关",而非"完全相同":如果市场上受人尊敬的公司普遍以大幅折让于价值的价格出售,Berkshire很可能也会类似定价。)理性股价的关键,在于理性的股东——无论是现有股东还是潜在股东。
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.
如果一家公司股票的持有者和/或被吸引来的潜在买家,倾向于作出非理性或情绪驱动的决策,那么相当荒唐的股价就会周期性地出现。躁郁型的人格,造就躁郁型的估值。这类异常波动或许有助于我们买卖其他公司的股票。但我们认为,无论对你们还是对我们,尽量减少这种情况在Berkshire市场中的发生,都符合双方的利益。
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.
要吸引到高质量的股东绝非易事。Mrs. Astor可以精挑细选她的400位宾客,但任何人都可以购买任何股票。进入股东"俱乐部"的成员,无法按智识能力、情绪稳定性、道德敏感度或着装品味加以筛选。因此,股东"优生学"看起来似乎是一项无望的事业。
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.
然而,我们认为,在很大程度上,高质量的所有权是可以吸引和维持的——前提是我们持续传达我们的经营理念和所有权哲学,同时不发出任何相互矛盾的信号,然后让自我筛选机制自然发挥作用。举个例子:同样是任何人都可以购票,一场被宣传为歌剧的音乐活动,与一场被宣传为摇滚音乐会的活动,通过自我筛选所吸引到的观众将会截然不同。
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.
通过我们的政策和沟通——我们的"广告"——我们努力吸引那些能够理解我们经营方式、态度和预期的投资者。(同样重要的是,我们也努力劝退那些无法理解这些的人。)我们希望吸引那些以企业主自居、并抱着长期持有意愿投资公司的人。我们也希望吸引那些目光始终聚焦于经营成果、而非市场价格的人。
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.
具备这些特质的投资者是少数群体,但我们汇聚了一批极为出色的此类投资者。我相信,我们超过90%——很可能超过95%——的股份,由五年前就是Berkshire或Blue Chip股东的人持有。我猜测,超过95%的股份由这样的投资者持有:对他们而言,Berkshire的持仓至少是其第二大持仓的两倍。在拥有至少数千名公众股东且市值超过10亿美元的公司中,我们几乎可以肯定是股东像所有者一样思考和行事程度最高的公司。要提升一个已经具备这些特质的股东群体,并非易事。
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.
如果我们进行股票分拆或采取其他着眼于股票价格而非商业价值的举措,我们将吸引到一批素质不及离场卖家的新买家。在1300美元的价位上,几乎没有投资者买不起一股Berkshire。如果我们进行百股合一拆分,让潜在的单股买家能够购买100股,他们真的会从中获益吗?持这种想法、并因股票分拆或对分拆的预期而买入股票的人,肯定会拉低我们现有股东群体的质量。(我们真的能通过用部分思维清晰的现有股东,换来那些容易受影响的新股东来提升股东群体吗?这些新股东重形式胜于重价值,拿着九张10美元钞票比拿着一张100美元钞票感觉更富有。)出于非价值原因买入的人,也倾向于出于非价值原因卖出。他们的存在,将加剧与企业基本面发展无关的股价异常波动。
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.
我们将努力避免那些吸引短期关注股价买家的政策,转而遵循吸引聚焦于商业价值的知情长期投资者的政策。正如你当初是在一个由理性、知情投资者构成的市场中买入Berkshire股份的,你也理应有机会——如果你有朝一日想要出售——在同样性质的市场中卖出。我们将致力于维护这样的市场环境。
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.
股票市场的一大讽刺,在于它对"活跃度"的强调。经纪人们用"市场流动性"和"变现能力"之类的术语,大力吹捧那些股票换手率高的公司(那些无法让你口袋鼓起来的人,却能自信满满地塞满你的耳朵)。但投资者应当明白,对荷官有利的,对顾客未必有利。过度活跃的股票市场,是企业价值的扒手。
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.)
举个例子:设想一家典型企业,股本回报率为12%。假设其股票年换手率高达100%。如果每次买入和卖出各收取1%的佣金(对低价股而言,这一比率可能远高于此),且股票按账面价值交易,那么这家假想公司的所有者每年将合计支付相当于公司净资产2%的费用,仅仅是为了完成所有权的转让。这些活动对企业盈利毫无贡献,却意味着所有者通过转让的"摩擦成本"损失了盈利的六分之一。(这一计算还未将期权交易计算在内,后者将进一步增加摩擦成本。)
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.
这不过是一场代价高昂的抢椅子游戏。你能想象,如果政府对企业或投资者的收益征收一项新的16又三分之二%的税,将会引发怎样的哀鸿遍野吗?然而通过市场活动,投资者完全可以对自己施加等价的税负。
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.
市场日成交量达到1亿股的日子(加上场外交易,这样的成交量在今天已属异常偏低),对所有者而言是诅咒,而非福音——因为这意味着所有者为换椅子所付出的代价,是5000万股成交日的两倍。如果1亿股成交量的日子持续整整一年,且每笔买卖的平均成本为每股15美分,那么投资者合计为换椅子所缴纳的"税"将高达约75亿美元——这一数额大致相当于财富500强前四大公司——Exxon、General Motors、Mobil和Texaco——1982年利润的总和。
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.
这些公司在1982年底的合计净资产为750亿美元,占整个财富500强名单净资产和净利润的比例均超过12%。按照我们的假设,投资者合计每年白白放弃这笔惊人资本所产生的全部收益,仅仅是为了满足他们对"金融翻来覆去"的嗜好。此外,每年逾20亿美元的投资管理费——为换椅子建议所支付的费用——要求投资者放弃五大银行机构(Citicorp、Bank America、Chase Manhattan、Manufacturers Hanover和J. P. Morgan)的全部收益。这些代价高昂的活动或许决定了谁来分食这块蛋糕,但它们并不会让蛋糕变大。
(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.)
(我们知道有一种"做大蛋糕"的论点,认为这些活动提升了资本配置过程的理性程度。我们认为这一论点似是而非,综合来看,过度活跃的股票市场实际上破坏了理性的资本配置,起到的是"缩小蛋糕"的作用。Adam Smith认为,自由市场中所有非串谋行为都受一只无形之手的引导,将经济推向最大程度的进步;而我们的观点是,赌场式的市场和一触即发的投资管理,充当的是一只无形之脚,绊倒并拖慢了向前行进的经济。)
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%.
将过度活跃的股票与Berkshire作一对比。我们股票目前的买卖价差约为30点,略高于2%。根据交易规模的不同,Berkshire卖方所得与买方成本之间的差距,从4%(仅涉及少量股份的交易)到约1.5%(在大宗交易中,通过议价可同时压低做市商价差和经纪佣金)不等。由于大多数Berkshire股份是以相当大的交易量进行交易的,所有交易的平均价差可能不超过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.
与此同时,Berkshire股票的真实换手率(剔除经销商间交易、赠予和遗赠)每年大约为3%。因此,我们的所有者合计每年为转让特权所支付的费用,大约是Berkshire市值的百分之零点零六。按这一非常粗略的估算,约为90万美元——不是一笔小数目,但远低于平均水平。股票分拆将增加这一成本,拉低我们股东群体的质量,并助长一个与内在商业价值关联更不稳定的市场价格。我们看不到任何可以抵消这些代价的好处。
Miscellaneous
其他事项
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.
去年在这一部分,我刊登了一则小广告,以吸引潜在的收购对象。在我们的传媒业务中,我们告诉广告客户,重复是取得效果的关键(确实如此),因此我们将再次重申我们的收购标准。
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).
我们的偏好是:(1)规模较大的收购(税后盈利至少500万美元);(2)经过验证的持续盈利能力(我们对未来预测兴趣不大,对"困境反转"情形亦然);(3)在几乎不使用或完全不使用债务的情况下,仍能取得良好股本回报率的企业;(4)现有管理层到位(我们无法另行提供);(5)业务简单的企业(如果涉及大量技术,我们将无从理解);(6)明确的报价(如果价格未知,我们不希望浪费自己或卖家的时间,哪怕只是初步洽谈)。
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.
我们不参与恶意收购。我们可以承诺完全保密,并在极短时间内——通常在五分钟内——给出我们是否有兴趣的答复。我们倾向于以现金收购,但当所获得的内在商业价值与所付出的相当时,也会考虑发行股票。我们邀请潜在卖家通过联系与我们有过业务往来的人士来了解我们。对于合适的企业——以及合适的人——我们能够提供一个好的归宿。
* * * * *
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.
在我们1983年的股东指定捐赠计划中,约96.4%的符合条件股份参与其中。依据该计划所作的捐款总额——于1984年初拨付,但已在1983年全额列支——为3,066,501美元,共有1353家慈善机构受益。尽管以参与股份比例衡量的响应率异常出色,但以参与股东人数比例衡量的响应率却不尽如人意。原因很可能在于通过合并新增了大量股东,而他们对该计划尚不熟悉。我们敦促新股东阅读第52至53页对该计划的说明。
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.
如果你希望参与未来的计划,我们强烈建议你立即确认你的股份已登记在实际所有者名下,而非以"街道户头"或名义持有人名义登记。凡在1984年9月28日前未按此方式登记的股份,将无资格参与任何1984年度计划。
* * * * *
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.
Blue Chip与Berkshire的合并进展顺利,毫无波折。两家公司各自均有不到十分之一个百分点的股份投票反对合并,且没有股东提出异议评估申请。1983年,我们从此次合并中获得了一定的税务效益,并预期未来将获得更多。
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.
此次合并有一个有趣的花絮:Berkshire目前的流通股数为1,146,909股,而在1965财年初现任管理层接手时,流通股数为1,137,778股。彼时你所持有的公司每1%股权,如今对应的是0.99%。也就是说,今日所有的资产——Buffalo News、See's、Nebraska Furniture Mart、保险集团、13亿美元的有价股票等等——都是在原有纺织资产基础上叠加而来的,对原始股东而言几乎没有任何净稀释。
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.
我们非常高兴地欢迎原Blue Chip股东的加入。为帮助你更好地了解Berkshire Hathaway,我们很乐意向你寄送1977至1981年年度报告致股东信汇编,和/或1982年年度报告。请将申请寄至公司地址:1440 Kiewit Plaza, Omaha, Nebraska 68131。
March 14, 1984
Warren E. Buffett
Chairman of the Board
Appendix
Goodwill and its Amortization: The Rules and The Realities
商誉及其摊销:规则与现实
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.
本附录仅讨论经济商誉与会计商誉——而非日常语境中的"信誉"或"口碑"。举个例子:一家企业可能深受大多数客户的喜爱,甚至令他们钟爱有加,却不具备任何经济商誉。(AT&T在拆分之前普遍口碑良好,但经济商誉为零。)而遗憾的是,一家企业可能不受客户待见,却拥有可观且不断增长的经济商誉。因此,请暂时放下情感因素,仅聚焦于经济与会计层面。
When a business is purchased, accounting principles require that the purchase price first be assigned to the fair value of the identifiable assets that are acquired. Frequently the sum of the fair values put on the assets (after the deduction of liabilities) is less than the total purchase price of the business. In that case, the difference is assigned to an asset account entitled "excess of cost over equity in net assets acquired". To avoid constant repetition of this mouthful, we will substitute "Goodwill".
收购一家企业时,会计准则要求将收购价格首先分配至所收购的可识别资产的公允价值。通常情况下,各项资产公允价值之和(扣除负债后)低于企业的总收购价格。在这种情况下,差额被记入一个名为"收购净资产成本超过权益的溢价"的资产科目。为避免不断重复这一拗口的表述,我们以"商誉"代替。
Accounting Goodwill arising from businesses purchased before November 1970 has a special standing. Except under rare circumstances, it can remain an asset on the balance sheet as long as the business bought is retained. That means no amortization charges to gradually extinguish that asset need be made against earnings.
1970年11月前收购企业所产生的会计商誉具有特殊地位。除极少数情况外,只要所收购的企业仍被持有,它就可以作为资产持续留存于资产负债表上,无需通过摊销逐步冲减盈利来消耗该资产。
The case is different, however, with purchases made from November 1970 on. When these create Goodwill, it must be amortized over not more than 40 years through charges—of equal amount in every year—to the earnings account. Since 40 years is the maximum period allowed, 40 years is what managements (including us) usually elect. This annual charge to earnings is not allowed as a tax deduction and, thus, has an effect on after-tax income that is roughly double that of most other expenses.
然而,1970年11月之后的收购情况则有所不同。此类收购所产生的商誉,必须在不超过40年的期限内,以每年等额摊销的方式计入损益账户。由于40年是允许的最长期限,管理层(包括我们)通常选择40年。这一年度摊销费用不允许作为税务扣除项,因此对税后收益的影响大约是大多数其他费用的两倍。
That's how accounting Goodwill works. To see how it differs from economic reality, let's look at an example close at hand. We'll round some figures, and greatly oversimplify, to make the example easier to follow. We'll also mention some implications for investors and managers.
以上就是会计商誉的运作方式。为了了解它与经济现实的差异,让我们来看一个近在眼前的例子。我们将对一些数字进行四舍五入,并大幅简化,以使例子更易于理解。我们也将提及一些对投资者和管理者的启示。
Blue Chip Stamps bought See's early in 1972 for $25 million, at which time See's had about $8 million of net tangible assets. (Throughout this discussion, accounts receivable will be classified as tangible assets, a definition proper for business analysis.) This level of tangible assets was adequate to conduct the business without use of debt, except for short periods seasonally. See's was earning about $2 million after tax at the time, and such earnings seemed conservatively representative of future earning power in constant 1972 dollars.
Blue Chip Stamps于1972年初以2500万美元收购了See's,彼时See's拥有约800万美元的有形净资产。(在本次讨论中,应收账款将被归类为有形资产,这是适合商业分析的定义。)这一有形资产规模足以在不使用债务的情况下维持正常经营,季节性短期借款除外。See's当时的税后盈利约为200万美元,这一盈利水平以1972年不变美元计算,看来是对未来盈利能力的保守代表。
Thus our first lesson: businesses logically are worth far more than net tangible assets when they can be expected to produce earnings on such assets considerably in excess of market rates of return. The capitalized value of this excess return is economic Goodwill.
由此得出我们的第一个启示:当一家企业能够以远超市场回报率的水平在其有形净资产上产生盈利时,该企业在逻辑上理应远比其有形净资产价值高得多。这种超额回报的资本化价值,就是经济商誉。
In 1972 (and now) relatively few businesses could be expected to consistently earn the 25% after tax on net tangible assets that was earned by See's—doing it, furthermore, with conservative accounting and no financial leverage. It was not the fair market value of the inventories, receivables or fixed assets that produced the premium rates of return. Rather it was a combination of intangible assets, particularly a pervasive favorable reputation with consumers based upon countless pleasant experiences they have had with both product and personnel.
在1972年(乃至今日),能够像See's那样持续实现有形净资产税后回报率25%的企业寥寥无几——更何况是在保守会计处理且零财务杠杆的条件下做到这一点。产生这种超额回报率的,并非存货、应收账款或固定资产的公允市场价值,而是一系列无形资产的综合作用——尤其是消费者基于对产品和员工无数次愉快体验而形成的广泛良好声誉。
Such a reputation creates a consumer franchise that allows the value of the product to the purchaser, rather than its production cost, to be the major determinant of selling price. Consumer franchises are a prime source of economic Goodwill. Other sources include governmental franchises not subject to profit regulation, such as television stations, and an enduring position as the low cost producer in an industry.
这种声誉创造了一种消费者特许经营权,使得产品对购买者的价值——而非其生产成本——成为售价的主要决定因素。消费者特许经营权是经济商誉的首要来源。其他来源还包括不受利润管制的政府特许经营权(如电视台),以及在一个行业中长期稳固的最低成本生产者地位。
Let's return to the accounting in the See's example. Blue Chip's purchase of See's at $17 million over net tangible assets required that a Goodwill account of this amount be established as an asset on Blue Chip's books and that $425,000 be charged to income annually for 40 years to amortize that asset. By 1983, after 11 years of such charges, the $17 million had been reduced to about $12.5 million. Berkshire, meanwhile, owned 60% of Blue Chip and, therefore, also 60% of See's. This ownership meant that Berkshire's balance sheet reflected 60% of See's Goodwill, or about $7.5 million.
让我们回到See's案例的会计处理上。Blue Chip以超出有形净资产1700万美元的价格收购See's,要求在Blue Chip账簿上将这一金额设立为商誉资产,并在40年内每年向损益账户计提42.5万美元以摊销该资产。到1983年,经过11年的摊销,这1700万美元已减少至约1250万美元。与此同时,Berkshire持有Blue Chip 60%的股权,因此也间接持有See's 60%的权益。这一持股意味着Berkshire的资产负债表反映了See's商誉的60%,约为750万美元。
In 1983 Berkshire acquired the rest of Blue Chip in a merger that required purchase accounting as contrasted to the "pooling" treatment allowed for some mergers. Under purchase accounting, the "fair value" of the shares we gave to (or "paid") Blue Chip holders had to be spread over the net assets acquired from Blue Chip. This "fair value" was measured, as it almost always is when public companies use their shares to make acquisitions, by the market value of the shares given up.
1983年,Berkshire通过一项合并收购了Blue Chip的其余股权,该合并须采用购买法会计处理,而非某些合并所允许的"权益结合法"处理。在购买法下,我们向Blue Chip股东支付(即"给付")的股份的"公允价值",须分摊至从Blue Chip收购的净资产之上。这一"公允价值"的衡量方式,与上市公司以股份进行收购时几乎一贯的做法相同——以所放弃股份的市场价值为准。
The assets "purchased" consisted of 40% of everything owned by Blue Chip (as noted, Berkshire already owned the other 60%). What Berkshire "paid" was more than the net identifiable assets we received by $51.7 million, and was assigned to two pieces of Goodwill: $28.4 million to See's and $23.3 million to Buffalo Evening News.
所"收购"的资产由Blue Chip所有资产的40%构成(如前所述,Berkshire已持有另外60%)。Berkshire所"支付"的金额超出所收到的可识别净资产5170万美元,这一差额被分配至两项商誉:See's商誉2840万美元,Buffalo Evening News商誉2330万美元。
After the merger, therefore, Berkshire was left with a Goodwill asset for See's that had two components: the $7.5 million remaining from the 1971 purchase, and $28.4 million newly created by the 40% "purchased" in 1983. Our amortization charge now will be about $1.0 million for the next 28 years, and $.7 million for the following 12 years, 2002 through 2013.
因此,合并完成后,Berkshire持有的See's商誉资产由两部分构成:1971年收购时遗留下来的750万美元,以及1983年收购那40%股权时新产生的2840万美元。我们今后的年度摊销费用,在未来28年内约为100万美元,此后2002年至2013年的12年内约为70万美元。
In other words, different purchase dates and prices have given us vastly different asset values and amortization charges for two pieces of the same asset. (We repeat our usual disclaimer: we have no better accounting system to suggest. The problems to be dealt with are mind boggling and require arbitrary rules.)
换言之,不同的收购时间和价格,使我们对同一资产的两个组成部分形成了截然不同的资产价值和摊销费用。(我们再次声明:我们无法提出更好的会计处理方案。所要应对的问题令人头痛,且必然需要某种武断的规则。)
But what are the economic realities? One reality is that the amortization charges that have been deducted as costs in the earnings statement each year since acquisition of See's were not true economic costs. We know that because See's last year earned $13 million after taxes on about $20 million of net tangible assets—a performance indicating the existence of economic Goodwill far larger than the total original cost of our accounting Goodwill. In other words, while accounting Goodwill regularly decreased from the moment of purchase, economic Goodwill increased in irregular but very substantial fashion.
但经济现实究竟如何?现实之一是:自收购See's以来,每年在损益表中作为成本扣除的摊销费用,并非真实的经济成本。我们之所以知道这一点,是因为See's去年在约2000万美元的有形净资产上实现了1300万美元的税后盈利——这一表现表明,经济商誉的存在远远大于我们会计商誉的原始总成本。换言之,在会计商誉自收购之日起持续规律地减少的同时,经济商誉却以不规则但极为可观的方式持续增长。
Another reality is that annual amortization charges in the future will not correspond to economic costs. It is possible, of course, that See's economic Goodwill will disappear. But it won't shrink in even decrements or anything remotely resembling them. What is more likely is that the Goodwill will increase—in current, if not in constant, dollars—because of inflation.
另一个现实是,未来的年度摊销费用将与经济成本不相对应。当然,See's的经济商誉有可能消失。但它不会以均等递减或任何近似均等递减的方式萎缩。更有可能的情况是,即便以不变美元计算的商誉不增长,以当前美元计算的商誉也将因通货膨胀而有所增加。
That probability exists because true economic Goodwill tends to rise in nominal value proportionally with inflation. To illustrate how this works, let's contrast a See's kind of business with a more mundane business. When we purchased See's in 1972, it will be recalled, it was earning about $2 million on $8 million of net tangible assets. Let us assume that our hypothetical mundane business then had $2 million of earnings also, but needed $18 million in net tangible assets for normal operations. Earning only 11% on required tangible assets, that mundane business would possess little or no economic Goodwill.
这种可能性之所以存在,是因为真实的经济商誉倾向于随通货膨胀按比例提升其名义价值。为了说明其运作方式,让我们将See's这类企业与一家更为普通的企业加以对比。回顾一下,我们1972年收购See's时,它以800万美元的有形净资产创造了约200万美元的盈利。假设我们这家假想的普通企业当时同样盈利200万美元,但正常经营需要1800万美元的有形净资产。以所需有形资产计算的回报率仅为11%,这家普通企业几乎不具备任何经济商誉。
A business like that, therefore, might well have sold for the value of its net tangible assets, or for $18 million. In contrast, we paid $25 million for See's, even though it had no more in earnings and less than half as much in "honest-to-God" assets. Could less really have been more, as our purchase price implied? The answer is "yes"—even if both businesses were expected to have flat unit volume—as long as you anticipated, as we did in 1972, a world of continuous inflation.
因此,这样一家企业的售价很可能就等于其有形净资产的价值,即1800万美元。相比之下,我们为See's支付了2500万美元,尽管它的盈利并不比这家普通企业更多,而"货真价实"的资产还不到后者的一半。我们的收购价格是否真的印证了"少即是多"?答案是肯定的——即便两家企业的销售量预期都将持平——只要你像我们在1972年所预期的那样,预见到一个持续通货膨胀的世界。
To understand why, imagine the effect that a doubling of the price level would subsequently have on the two businesses. Both would need to double their nominal earnings to $4 million to keep themselves even with inflation. This would seem to be no great trick: just sell the same number of units at double earlier prices and, assuming profit margins remain unchanged, profits also must double.
为了理解其中的原因,设想价格水平翻倍对这两家企业的后续影响。两家企业都需要将名义盈利翻倍至400万美元,才能跟上通货膨胀的步伐。这看起来似乎不难:只需以原来两倍的价格销售同等数量的产品,在利润率保持不变的假设下,利润也必然翻倍。
But, crucially, to bring that about, both businesses probably would have to double their nominal investment in net tangible assets, since that is the kind of economic requirement that inflation usually imposes on businesses, both good and bad. A doubling of dollar sales means correspondingly more dollars must be employed immediately in receivables and inventories. Dollars employed in fixed assets will respond more slowly to inflation, but probably just as surely. And all of this inflation-required investment will produce no improvement in rate of return. The motivation for this investment is the survival of the business, not the prosperity of the owner.
但关键在于,要实现这一点,两家企业都可能必须将其有形净资产的名义投资翻倍,因为这正是通货膨胀通常对所有企业——无论优劣——所施加的经济要求。美元销售额翻倍,意味着必须立即在应收账款和存货上投入相应更多的资金。固定资产上投入的资金对通货膨胀的响应会慢一些,但最终结果可能同样确定。而所有这些因通货膨胀所要求的投资,都不会带来回报率的任何改善。这种投资的动力是企业的生存,而非所有者的繁荣。
Remember, however, that See's had net tangible assets of only $8 million. So it would only have had to commit an additional $8 million to finance the capital needs imposed by inflation. The mundane business, meanwhile, had a burden over twice as large—a need for $18 million of additional capital.
然而请记住,See's的有形净资产仅为800万美元。因此它只需再投入800万美元,便能满足通货膨胀所带来的资本需求。而那家普通企业的负担则超过前者的两倍——需要额外投入1800万美元资本。
After the dust had settled, the mundane business, now earning $4 million annually, might still be worth the value of its tangible assets, or $36 million. That means its owners would have gained only a dollar of nominal value for every new dollar invested. (This is the same dollar-for-dollar result they would have achieved if they had added money to a savings account.)
尘埃落定之后,这家普通企业如今每年盈利400万美元,价值可能仍然等于其有形资产的价值,即3600万美元。这意味着其所有者每投入一美元新资本,仅获得一美元的名义价值增长。(这与他们把钱存入储蓄账户所能获得的一比一结果别无二致。)
See's, however, also earning $4 million, might be worth $50 million if valued (as it logically would be) on the same basis as it was at the time of our purchase. So it would have gained $25 million in nominal value while the owners were putting up only $8 million in additional capital—over $3 of nominal value gained for each $1 invested.
而See's同样盈利400万美元,若以我们当初收购时的同等估值基础(逻辑上理应如此)来衡量,则可能价值5000万美元。因此,在所有者仅追加投入800万美元资本的情况下,它的名义价值增长了2500万美元——每投入1美元,获得逾3美元的名义价值增长。
如果折现率是10%,投入100万赚10万,再投入100万再赚10万生意没有意义。
Remember, even so, that the owners of the See's kind of business were forced by inflation to ante up $8 million in additional capital just to stay even in real profits. Any unleveraged business that requires some net tangible assets to operate (and almost all do) is hurt by inflation. Businesses needing little in the way of tangible assets simply are hurt the least.
尽管如此,请记住,See's这类企业的所有者仍被通货膨胀迫使追加投入800万美元资本,仅仅是为了维持实际盈利不变。任何需要一定有形净资产才能运营的无杠杆企业(几乎所有企业都如此),都会受到通货膨胀的侵蚀。对有形资产需求较少的企业,所受的损害不过是最小而已。
And that fact, of course, has been hard for many people to grasp. For years the traditional wisdom—long on tradition, short on wisdom—held that inflation protection was best provided by businesses laden with natural resources, plants and machinery, or other tangible assets ("In Goods We Trust"). It doesn't work that way. Asset-heavy businesses generally earn low rates of return—rates that often barely provide enough capital to fund the inflationary needs of the existing business, with nothing left over for real growth, for distribution to owners, or for acquisition of new businesses.
这一事实当然令许多人难以理解。多年来,传统智慧——有传统之名,却缺乏真正的智慧——认为抵御通货膨胀的最佳保护来自那些拥有丰富自然资源、厂房机械或其他有形资产的企业("我们信赖实物")。但事实并非如此。重资产企业通常回报率偏低——这种回报率往往仅够勉强为现有业务的通胀需求提供资本,既无剩余用于实际增长,也无法分配给所有者,更谈不上收购新业务。
In contrast, a disproportionate number of the great business fortunes built up during the inflationary years arose from ownership of operations that combined intangibles of lasting value with relatively minor requirements for tangible assets. In such cases earnings have bounded upward in nominal dollars, and these dollars have been largely available for the acquisition of additional businesses. This phenomenon has been particularly evident in the communications business. That business has required little in the way of tangible investment—yet its franchises have endured. During inflation, Goodwill is the gift that keeps giving.
相比之下,在通货膨胀年代所积累的巨额商业财富中,有相当大比例来自于这样的企业:它们将持久价值的无形资产与相对有限的有形资产需求结合在一起。在这类情况下,名义盈利大幅攀升,而这些盈利大部分都可用于收购更多业务。这一现象在传媒业中尤为突出。该行业对有形资产投入的需求甚少,其特许经营权却经久不衰。在通货膨胀期间,商誉是那份持续馈赠的礼物。
But that statement applies, naturally, only to true economic Goodwill. Spurious accounting Goodwill—and there is plenty of it around—is another matter. When an overexcited management purchases a business at a silly price, the same accounting niceties described earlier are observed. Because it can't go anywhere else, the silliness ends up in the Goodwill account. Considering the lack of managerial discipline that created the account, under such circumstances it might better be labeled "No-Will". Whatever the term, the 40-year ritual typically is observed and the adrenalin so capitalized remains on the books as an "asset" just as if the acquisition had been a sensible one.
但这一论断自然只适用于真实的经济商誉。虚假的会计商誉——此类情况比比皆是——则是另一回事。当头脑过热的管理层以荒唐的价格收购一家企业时,同样的会计处理规范照样得到遵守。由于这种荒唐无处可去,它最终落入商誉账户。考虑到造就这一账户的管理层缺乏自律,在这种情况下,也许更应将其标注为"无意志"。不管叫什么名字,40年的摊销仪式照旧进行,那些被资本化的肾上腺素依然作为"资产"留存于账簿之上,仿佛这次收购本是一笔明智之举。
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If you cling to any belief that accounting treatment of Goodwill is the best measure of economic reality, I suggest one final item to ponder.
如果你仍然坚持认为商誉的会计处理是衡量经济现实的最佳方式,我建议你思考最后一个问题。
Assume a company with $20 per share of net worth, all tangible assets. Further assume the company has internally developed some magnificent consumer franchise, or that it was fortunate enough to obtain some important television stations by original FCC grant. Therefore, it earns a great deal on tangible assets, say $5 per share, or 25%.
假设一家公司每股净资产为20美元,全部为有形资产。进一步假设该公司内部培育了某种出色的消费者特许经营权,或有幸通过FCC最初的许可获得了一些重要的电视台。因此,它在有形资产上获得了丰厚的回报,比如每股5美元,即25%。
With such economics, it might sell for $100 per share or more, and it might well also bring that price in a negotiated sale of the entire business.
凭借这样的经济特质,它的股价可能达到每股100美元甚至更高,在整体出售的协议交易中也很可能实现这样的价格。
Assume an investor buys the stock at $100 per share, paying in effect $80 per share for Goodwill (just as would a corporate purchaser buying the whole company). Should the investor impute a $2 per share amortization charge annually ($80 divided by 40 years) to calculate "true" earnings per share? And, if so, should the new "true" earnings of $3 per share cause him to rethink his purchase price?
假设一位投资者以每股100美元买入该股票,实际上相当于为商誉支付了每股80美元(与收购整家企业的企业买家如出一辙)。这位投资者是否应当每年摊销每股2美元的商誉费用(80美元除以40年),以计算"真实"每股盈利?如果是的话,每股3美元的新"真实"盈利是否应当促使他重新审视自己的买入价格?
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We believe managers and investors alike should view intangible assets from two perspectives:
我们认为,管理者和投资者都应从两个视角来审视无形资产:
1.In analysis of operating results—that is, in evaluating the underlying economics of a business unit—amortization charges should be ignored. What a business can be expected to earn on unleveraged net tangible assets, excluding any charges against earnings for amortization of Goodwill, is the best guide to the economic attractiveness of the operation. It is also the best guide to the current value of the operation's economic Goodwill.
在分析经营成果时——即评估一个业务单元的基本经济特质时——摊销费用应当被忽略。一家企业在无杠杆有形净资产上预期能够赚取的回报,剔除商誉摊销对盈利的任何冲减,是衡量该业务经济吸引力的最佳指标。它同时也是衡量该业务经济商誉当前价值的最佳指标。
2.In evaluating the wisdom of business acquisitions, amortization charges should be ignored also. They should be deducted neither from earnings nor from the cost of the business. This means forever viewing purchased Goodwill at its full cost, before any amortization. Furthermore, cost should be defined as including the full intrinsic business value—not just the recorded accounting value—of all consideration given, irrespective of market prices of the securities involved at the time of merger and irrespective of whether pooling treatment was allowed. For example, what we truly paid in the Blue Chip merger for 40% of the Goodwill of See's and the News was considerably more than the $51.7 million entered on our books. This disparity exists because the market value of the Berkshire shares given up in the merger was less than their intrinsic business value, which is the value that defines the true cost to us.
在评估收购决策是否明智时,摊销费用同样应当被忽略。它既不应从盈利中扣除,也不应从业务成本中扣除。这意味着永远以商誉的全额成本来看待它,而不做任何摊销。此外,成本的定义应当涵盖所付出的全部对价的完整内在商业价值——而非仅仅是账面记录的会计价值——无论合并时所涉证券的市场价格如何,也无论是否允许采用权益结合法处理。举个例子,我们在Blue Chip合并中为See's和Buffalo News各40%商誉所真正支付的代价,远超账面记录的5170万美元。这一差异的存在,是因为合并中所放弃的Berkshire股份的市场价值,低于其内在商业价值——而内在商业价值才是界定我们真实成本的标准。
Operations that appear to be winners based upon perspective (1) may pale when viewed from perspective (2). A good business is not always a good purchase—although it's a good place to look for one.
从视角(1)来看似乎是赢家的业务,从视角(2)来看可能黯然失色。好企业未必总是好的收购标的——尽管它确实是寻找好标的的好地方。
We will try to acquire businesses that have excellent operating economics measured by (1) and that provide reasonable returns measured by (2). Accounting consequences will be totally ignored.
我们将努力收购那些以(1)衡量具有卓越经营经济特质、同时以(2)衡量能够提供合理回报的企业。会计处理后果将被完全忽略。
At yearend 1983, net Goodwill on our accounting books totaled $62 million, consisting of the $79 million you see stated on the asset side of our balance sheet, and $17 million of negative Goodwill that is offset against the carrying value of our interest in Mutual Savings and Loan.
1983年底,我们会计账簿上的净商誉合计6200万美元,由资产负债表资产端列示的7900万美元,以及抵减我们在Mutual Savings and Loan权益账面价值的1700万美元负商誉构成。
We believe net economic Goodwill far exceeds the $62 million accounting number.
我们相信,净经济商誉远超6200万美元的会计数字。