原文信息:
- 标题:1983 Letter to Berkshire Shareholders
- 作者:Warren Buffett
- 发表时间:1984-03-14
- 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 Shareholders of Berkshire Hathaway Inc.:
致伯克希尔·哈撒韦公司全体股东:
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.
在过去的一年里,我们的注册股东从约1900人增加到约2900人,大部分来自与蓝筹印花的合并,但自然增加的步伐也在加快,就像几年前我们一举突破1000大关一样。
With so many new shareholders, it’s appropriate to summarize the major business principles we follow that pertain to the manager-owner relationship:
有了这么多新股东,有必要总结一下我们遵循的与管理层-股东关系有关的基本企业原则:
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.
尽管我们的形式是公司制,但我们的态度是合伙关系。查理·芒格跟我视伯克希尔的股东为所有者合伙人,而我们两个人则为执行合伙人,由于我们持有股份比例的关系,还是控股合伙人。我们并不把公司视为企业资产的最终拥有人,实际上公司只是全体股东拥有资产的平台而已。
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.
根据这种所有权人导向,我们所有的董事也都是伯克希尔的主要股东,五个董事中的四个,其家族财产有超过一半是伯克希尔股份,简言之,我们自给自足。
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.
我们长期的经济目标(附带后面所述的几个标准)是最大化每股内在价值的平均年化增长率,我们以每股价值而不是总规模作为标准来衡量伯克希尔的经济价值或业绩表现。由于资本规模的大幅提高,我们确信未来每股价值的年化增长率一定会下滑,但是如果增长率低于一般美国大企业的平均水平,我们将会很失望。
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.
我们倾向于通过直接控股的方式组成一个多元化的业务集团来实现这一目标,这些业务集团能够产生大量现金并持续获得高于平均水平的资本回报。我们的第二个选择是拥有部分类似业务,主要通过我们的保险子公司购买有价普通股实现。目标公司的价格,买入机会,以及保险公司资金需求将会决定每年的资金配置。
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.
由于上述这种双管齐下取得企业所有权的方法,以及传统会计原则的局限性,合并报告收益无法完全反映公司的真实经济状况,查理跟我同时身为公司股东与经营者,实际上并不太理会这些数字,然而我们依旧会向大家报告公司旗下主要经营业务的获利状况,以及那些我们认为重要的数字,我们也会提供个别企业的其它信息将有助于你对它们下判断。
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.
会计结果并不会影响我们经营或资金配置的决策,当购买成本相近时,我们宁愿去买2美元依会计原则帐面不能列示的收益,而不是购买1美元可报告的收益,这正是我们经常面临的选择,因为购买整家企业(收益可完全列示)的价格经常要比购买部分股权(收益不可列示)贵一倍以上,总的来说,随着时间的推移,我们预计未报告的收益将通过长期资本利得充分反映在我们的内在价值中。
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.
我们很少借债,但我们必须如此做时,我们倾向在长期固定利率的基础上构建债务结构。我们宁愿放弃许多吸引人的投资机会,也不过度负债去透支我们的资产负债表,虽然这种保守主义对我们的绩效不利,但考量到对投保人、存款人、贷款人和将大部分资产交付我们的全体股东的受托义务,这是唯一让我们感到舒服的作法。
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靠股东的花费来实现,我们不会以无视股东长期经济利益的控股价格收购整个业务来实现多元化。我们会把你的钱看作像用自己的钱一般地谨慎,充分权衡价值,就好像你直接通过股票市场分散买进股票构建组合时一样。
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.
我们认为崇高的意图应该定期用结果来检验,我们的评估标准是衡量每一美元的留存收益是否能为股东带来至少一美元的市值,而到目前为止,尚能达到标准,我们会以每五年一个循环检验它们一次,而随着账面价值的成长,这项目标将愈来愈难达成。
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.
只有在当收到跟付出一样多的经济价值时,我们才考虑发行普通股,这项原则适用于各种情况,不管是并购或公开市场发行,还是债转股,股票期权和可转换证券,我们绝不会在违背股东权益的情况下,把公司的一小部分卖掉(也就是发行部分新股)。
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.
你必须完全知晓查理和我有一种共有态度可能会损及公司绩效表现:不论价格高低,我们绝不会出售伯克希尔所拥有的任何一家好公司,并且也非常不愿意出售表现欠佳的业务,只要我们预期他们至少能够产生一些现金流入,而我们也对该公司的管理层和劳资关系感到满意。但我们希望不要重蹈覆辙,将资金错误地配置到低水平的业务上,同时对于那些向糟糕业务大量投入资本支出以便改善获利状况的建议保持高度谨慎。预期的设想通常很亮丽,建议的人也很诚恳,但最后,额外的重大投资得到的结果就好象是在流沙上挣扎一般),尽管如此,Gin Rummy打牌似的管理行为(每轮都放弃你最没有希望的业务)并非我们行事风格,我们宁可整体的结果逊色一点也不愿意花大把银子参与其中。
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.
我们将坦诚地向您报告,尤其强调对评估业务价值很重要的优点和缺点。我们的原则是假设今天的你我位置对调,我们想知道的所有事实,我们也将全部告知与你,对此我们毫无保留知无不言。此外,由于伯克希尔是一家拥有媒体业务的集团,我们责无旁贷地须以同样客观准确的标准要求自己,就像是我们要求新闻同仁一般,我们深信坦白对身为经营者的我们来说是有益的,公开场合误导他人的CEO最终也会私下误导自己。
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.
尽管我们奉行坦诚待人的原则,但我们仅在法令规定范围内讨论我们在股票买卖方面的动作,就像好产品或商业并购案一样,好的投资机会不多而且珍贵,并且很容易被竞争对手盗用,所以通常我们不会详细说明投资细节,禁令甚至包括已经出售的部分(因为我们很有可能会再买回来)以及传言我们要买进的,若我们否认相关报导但在其他场合说无可奉告,有时反而会被认为已经证实。
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.
教条式的问答说完了,我们现在可以进入1983年的重点——收购内布拉斯加家具商场的主要股权以及我们与Rose Blumkin及其家人的交往过程。
Nebraska Furniture Mart 内布拉斯加家具商场
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.”
去年在提到许多聪明绝顶但肾上腺素分泌过量的经理人如何前仆后继争抢一些愚蠢的收购时,我们引用Pascal的话:"所有男人的不幸皆归究于大家无法安静的待在一个房间内"
Even Pascal would have left the room for Mrs. Blumkin.
但今年我要说:即使是Pascal也会为了Blumkin夫人离开那个房间。
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Blumkin太太说服边防警卫,离开俄罗斯前往美国。她没有受过正规教育,甚至连小学也没有,也不懂英文。在这个国家生活了几年后,靠她的大女儿每天晚上教她白天在学校学到的单词,她学会了英文。
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,在卖了多年的旧衣服之后,Blumkin太太攒下了500美元,开了一家家具店,实现了她的梦想。参酌当时全美最大家具交易中心-芝加哥美国家具市场,她将之命名为内布拉斯加家具店。
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.
以500美金起家,没有任何产品或区位优势地去对抗资金雄厚、经营已久的同业竞争,她遭遇到你所能想到的各种困难(也包括你想不到的)。在早期当她有限的资源损耗怠尽时,“B夫人”(一个个人商标,现在在大奥马哈地区的认知度与可口可乐或桑卡一样高)采取了一种商学院没有教过的应对方式:把家中的家具和电器变卖一空以维持信誉。
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.
奥马哈的零售商在发现B夫人可以给顾客更低的价格时,便联手向家具及地毯工厂施压不要供货给B夫人,但靠着各种不同的方法(全国串货),她还是取得货源并大幅降价,甚至被厂商告到法院低于最低限价销售违反公平交易法,但她不但赢得所有官司更大大打开了知名度。其中有一个案件,在向法庭证明即使以现行市价打一个大折扣后,她仍能获利,之后法官去店里买了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.
47年后的今天,内布拉斯加家具店从一家20万平方呎的店面中,每年创造了高达一亿美元的销售额,全美没有任何一家零售家具店可以比得上,它所卖的家具、地毯与家电比奥马哈所有同行加起来还多。
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.
当我们在评断一家公司的企业价值时,我常常会问自己一个问题:"假设我有足够的资金与人才时,我愿不愿意和这家公司竞争",我宁愿和灰熊摔跤也不愿和Blumkin家族竞争,他们诚信经营童叟无欺,采购出色不拿回扣,样式齐全价格低廉,仅仅加价10%薄利多销,运营费用低到其竞争对手做梦都想不到的程度,然后再将所省下的成本回馈给顾客,这是一家理想中的企业,建立在为客户创造价值并转化为对所有者的经济利益的基础上。
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.
1983年,90岁的B夫人凭借其高瞻远瞩与家族因素考量,终于决定于去年出售公司给我们,我对这个家族与其事业已欣赏了数十年,所以整个交易很快便敲定,但B夫人并没有马上回家休息如同她所说的失去斗志,相反的她仍持续担任公司的负责人,每周七天都待在卖场,其中销售地毯更是她的擅长,一个人的业绩便足以打败所有其它零售业者。
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.
我们花费6000万美元买下90%股权,剩下的10%由原有管理公司的家族成员拥有,另外我们还预留10%的认购权给有潜力的年轻人(后来Blumkin家族500万美元买回10%股份)。
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.
遗传学家应好好研究Blumkin家族为何皆能成为优秀的经理人?B夫人的儿子Louie Blumkin担任内布拉斯加家具店的总经理已有好多年,且被公认为最精明的家具与家电用品的最佳采购者,他说因为他有最好的老师,而B夫人则说她有最优秀的学生,两者的说法完全正确,Louie跟他三个儿子皆继承了Blumkin家族优秀的管理能力、勤奋工作与最重要的正直的人格特质,他们实在是不错的合伙人,很高兴能与他们一起合作。
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年公司的账面价值从每股737.43美元增加成为975.83美元,增长32%,但我们从未把单一年度的数字表现看得太认真,毕竟把企业商业周期与地球绕行太阳公转的周期划上等号看起来毫无道理,相反,我们建议至少以五年为周期来作为企业整体表现的衡量标准,如果五年的平均年化收益率低于美国大型工业企业平均表现时,红灯警示就应该亮起。到时要注意我们所给出的解释是否合理。正如哥德所说:当想法失败时,理由就会派上用场。
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.
现任管理层过去19年的任期内,帐面价值由每股19.46美元增加成为975.83美元,年化增长率约22.6%,考量到我们现有的规模,未来这么高的增长率是无法维持的,不信的人最好选择去当业务员而非数学家。
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.
我们之所以选择帐面价值指标来报告公司进展,是因为我们公司的情形(不是所有公司都适合),帐面价值是内在价值增长的一个保守但合理的指标,而内在商业价值的增长才是真正重要的。它的好处是很容易去计算,且不涉及衡量内在价值过程中采用的主观但很重要的判断,但最重要的是要知道,事实上二者具有截然不同的意义。
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.
帐面价值是会计概念,记录了来自投入资本和留存收益的累积财务投入。内在价值则是经济概念,是估计未来现金产出的折现值。帐面价值告诉你:过去已经投入了什么,内在价值则告诉你:未来预计能得到什么。
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.
打个比方就能说明区别,假设你花相同的钱供二个孩子读完大学,每个孩子所花的学费「即帐面价值X」是一样的,但未来所获得的回报「即内在价值Y」却有很大差异,可能是从零到教育成本的许多倍Y={0,∞},因此,同样具有相同财务投入的企业最终会产生巨大的价值差异。
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1965年我们接手伯克希尔时,每股19.46美元的账面价值大大高估了内在商业价值,所谓的帐面价值主要由那些根本无法赚取合理回报的纺织资产组成,对纺织资产投资就好比是将教育经费投给不爱读书的孩子身上一样。
Now, however, our intrinsic business value considerably exceeds book value. There are two major reasons:
但如今我们的内在价值早已大幅超越帐面价值,主要有两个原因:
(1) Standard accounting principles require that common stocks held by our insurance subsidiaries be stated on our books at market value, but that other stocks we own be carried at the lower of aggregate cost or market. At the end of 1983, the market value of this latter group exceeded carrying value by $70 million pre-tax, or about $50 million after tax. This excess belongs in our intrinsic business value, but is not included in the calculation of book value;
(1) 标准会计原则要求:保险子公司所持有的股票以市价记录于帐面上,但其它子公司持股的股票却以成本与市价孰低法计算。1983年底,后者的市价超过帐面价值约7000万美元,税后约5000万美元,超过的部分属于内在价值的一部分,但不包含在帐面价值之内。
(2) More important, we own several businesses that possess economic Goodwill (which is properly includable in intrinsic business value) far larger than the accounting Goodwill that is carried on our balance sheet and reflected in book value.
(2) 更重要的是,我们所拥有的几家企业具有庞大的经济商誉,事实上应该适当地包含在内在价值之内,这部分远远大于负债表上面列示的会计商誉。
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.
商誉,不管经济上还是会计上,都是一项神秘的科目,实在需要更多的篇幅来解释,这封信的附录《商誉及其摊销:规定与现实》,将解释为何经济上与会计上的商誉事实上通常是大不相同。
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.
虽然不用了解商誉及其摊销,你一样可以过得很好,但投资和管理专业的学生应该了解这门学科的细微差别。与35年前相比,我现在的想法发生了巨大变化。当时我被教导要偏爱有形资产,并避开那些价值在很大程度上取决于经济商誉的企业。当初的偏见虽然使我在投资上没赔多少钱,但也错过了许多巨大的商业机会。
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.
凯恩斯指出了我的问题:困难不在于接受新思想,而在于摆脱旧观念。但我的反应仍比较慢,一方面是由于教我的老师一直以来皆让我受益良多,但最终,大量直接和间接的商业经验,使我现在强烈偏爱那些拥有持久商誉而仅须少量有形资产的公司。
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并有兴趣了解商誉业务方面的人推荐信末的附录。而不论你看不看附录,你都应该知道,查理跟我一致认为伯克希尔拥有非常重要的经济商誉价值,远超我们的账面价值。
Sources of Reported Earnings 报告收益的来源
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.
下表显示伯克希尔报告收益的主要来源,1982年,伯克希尔持有蓝筹印花约60%的股份,1983年下半年则为100%。而蓝筹印花拥有Wesco财务公司80%的股权,故伯克希尔间接拥有Wesco的股权亦由48%增加到80%。由于所有权百分比发生变化,表格的前两列提供了对基础资产经营业绩的最佳衡量标准。
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.
而各个公司资本利得损失并不包含在经营收益内,而是汇总于下表最后"已实现出售证券利得"一栏,我们认为单一年度的资本利得并无意义,但多年累计的数字却相当重要。另外,商誉的摊销不计入特定业务作为单独的项目列出。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。
(1) October through December
十月至十二月
(2) 1982 and 1983 are not comparable; major assets were transferred in the merger.
1982年和1983年没有可比性;合并转让了大部分资产。
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.
有关Wesco旗下事业会在查理的报告中讨论,他在1983年底接替Louie Vincenti成为Wesco的董事长,Louie由于健康问题被迫77岁退休,有时健康因素只是借口,但是Louie除了健康以外,什么都不会让他考虑退休,他实在是一位杰出的经理人。
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.
GEICO保险的特别股利是因为GEICO回购产生的,GEICO要求按持股比例回售部分股权后,我们持股比例仍维持不变,整个回购其实等于是另一种形式发放股利。不同于个人,企业收到股利的实际联邦税率是6.9%,比资本利得税率的28%低得多,所以公司股东可以获得更多实质收益。
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.
即使加入特别股利,1983年从GEICO保险所收到的现金股利还是远低于我们依比例应占收益,因此不论从会计或经济的角度来说,将这项额外收益计入利润当中是完全合理的,只是金额过大,因此我们加以特别说明。
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.
上表展示的是我们的报告收益来源,包括那些非控股股权所收到的现金股利,但不包括未分配收益,长期而言,这些未分配收益终将反映在公司的股票市价之上,而伯克希尔的内在价值也会伴随增加,就如同我们控股企业所报告的利润一样。虽然这些非控股公司各自的市价表现并不一致,有时让人失望,有时却带来惊喜,但总体情况比我们当初预期的还要好。一句话,每一美元的留存收益,带给我们的市场价值收益远远超过一美元。
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.
下表显示在1983年底我们持有非控股的股权投资,所有的数字包含100%伯克希尔和80%Wesco的权益, Wesco少数股东部分已扣除:
(a) WESCO owns shares in these companies.
通用食品公司和R.J.R烟草公司的股份为WESCO持有
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.
扣除去年GEICO保险特别股利,依照目前持股情况与股利发放率,我们预期在1984年将收到约3900万美元的现金股利,而保留未发放的收益估计将达到6500万,虽然这些保留收益对公司短期的股价将不会有太大影响,但长期来说终将显现出来。
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.
除了已经提供的数据外,有关我们控股公司的信息出现在第40-44页的管理层讨论中。下面我们将在此特别介绍我们控股的布法罗晚报、喜诗糖果和保险集团。
Buffalo Evening News 布法罗晚报
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.
首先我要澄清一点,我们公司的名称是Buffalo Evening News,因为一年多以前开始发行早报,所以报纸名称是《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年公司税后净利率略高于10%的目标,原因有二:因前期亏损扣抵,州的所得税非正常的减少;新闻纸每吨成本突然降低,这类侥幸在明年不可持续。
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.
虽然公司10%的利润率水平在新闻行业来说表现平平,但若考量到Buffalo地区的经济与销售环境,这种表现却是不容易的。
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.
由于Buffalo位于聚集重工业的铁锈带,这一经济部门在过去几年严重经济衰退中受到的打击尤为严重,并且滞后于复苏。一般民众大受其害,当地的报纸也无法幸免,发行量大幅滑落,许多同行被迫删减版面应对。
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).
在这种窘况下,我们有一个特殊的优势:公众更喜欢我们,这一点可以通过报纸的"渗透率"来衡量——即社区内每天购买报纸的家庭的百分比,我们的渗透率相当高。(当地人清晨很早就要上班,晚上下班才有时间看报,所以占据晚报市场就占据市场优势。)截止1983年9月30日6个月内,在全美最大100份报纸中,我们日报的渗透率排名第一(排名是根据发行量审计局编制的城市数字)。
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.
在解释排名之前,有一点必须要说明,许多大城市有2家报纸同时发行,则其渗透率必然低于只有1家的情况。尽管如此,100家名单中仍包括许多只拥有一家报纸的城市。而我们不但名列前茅,更远胜于许多全国赫赫有名的日报。
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.
此外在周日版部分,我们的渗透率更挤进前三名,比某些大报还高上10-20%,而这并不是一开始就如此的,下表列示Buffalo地区周日版发行量与现在发行量的比较,1977年以前Buffalo周末的市场属于信使快报《Courier-Express》,占据他们收入六成,我们还没出版周日版。
Average Sunday Circulation
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.
我们认为一份报纸的渗透率是衡量其特许经营实力的最佳指标,若一家报纸在当地主要的零售商利益相关地区拥有极高渗透率,而在其他地区的发行量相对较少,对于这些零售商来说,投放广告将是非常有效的,因为无需为其他不相干地区的发行付费,相反,若渗透率很低对广告主来说则收效不大。
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:
而我们认为有三个原因使得《Buffalo News》广为当地民众所接受,其中第二点和第三点亦能解释为何我们开始发行周末版,反而比已发行多年的唯一周日报纸《Courier-Express》更受欢迎。
(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.
(1) 第一点与报纸本身的价值无关。Buffalo居民的流动率相对较低,稳定的人口对其社区的活动更感兴趣,参与度更高,因此他们对当地报纸的内容更感兴趣。若城市搬进搬出的人数上升,报纸的渗透率就会下降。
(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.
(2) 该报以编辑品质与公正客观性著称。声誉由我们的资深编辑,传奇人物Alfred Kirchhofer所磨炼,并由Murray Light继承并推广,这一声誉对我们成功战胜老牌对手《Courier-Express》并建立一份周日报纸至关重要。若没有周日版的成功,日报版也可能无法存活至今。
(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.
(3) 该报名副其实,它提供的新闻量非同寻常。在1983年我们的新闻内容块,即真正的新闻而非广告,占报纸版面的50%以上 (不包括插页)。在主导市场且规模相当或更大的报纸中,据我们所知,只有一家的比例是超越我们的,虽然没有具体的统计数字,但一般估计的新闻平均占比约为30%。换言之,我们提供的新闻份量比其它同业还要多上25%,事实上丰富的新闻内容是经过精心安排的,有些出版业者为了提高获利,大幅压缩新闻版面,但我们却不愿效仿并坚持至今。我们相信,真正的撰写与编辑内容,全面丰富的新闻服务将使我们的报纸对读者更有价值,也将转化成极高的渗透率。
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》本身就有强大的特许经营权(随意提高广告价格的收费桥梁),但是ROP却很难再有上升的空间(注:Rate of preprinted预印广告占比=预印夹报的广告量/广告总量),虽然我们在1983年预印广告有大幅成长,发布条数由930万增加到1640万,营收则由360万美元增长至810万美元,增加幅度与全美趋势一致,但以我们的个案来说,考量到1982年9月《Courier-Express》不堪亏损关闭,我们的增长趋势明显被夸大了。
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.
平心而论,若ROP增加,广告由报纸版面移到预印夹报对我们来说有负面的经济影响,夹报广告的利润率较低,业务更容易受到来自其他交付方式的竞争。反之,若ROP减少,广告过度挤占新闻版面,读者的实用性就会变差,因为新闻版面须维持一定比例。
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在年中接替Henry Urban成为《Buffalo News》的发行人,在我们因发行周日版而引发竞争诉讼并持续亏损的黑暗时期,Henry从未退缩,当时明智的发行决定受到许多当地新闻同业质疑,也包括我们大楼内的一些人。Henry受到Buffalo商界,以及所有员工,也包含我与查理的敬重,Stan跟Henry从1969年起便为伯克希尔工作,对于报纸行业从编辑到发行的大小事务他们均亲身参与,我们做得再好不过了。
See’s Candy Shops 喜诗糖果
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的经营表现依旧亮丽,该企业拥有一个有价值和稳固的消费者特许经营权(品牌提价权),以及一个能干和可靠的管理层。
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遇到两个重大的难题,所幸其中至少有一个已找到解决的方法,这问题与成本有关,但不是指原料成本,近几年来,我们在原材料成本方面有所下降,当然,我们的竞争对手也是如此,未来不断上涨的原材料成本会不断带来令人不悦的惊喜。事实上,原料成本是我们较无法控制的,因为不管价格如何变化,我们尽可能采购最上等的原料,我们视产品品质为最重要的一点。
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.
但在其它成本却是比较可控的,不过问题却出在这里,我们的运营成本(以每磅为基本单位,但不包括原料成本)增加的速度远高于一般物价水准,扭转这一趋势对加固我们的竞争地位和利润潜力至关重要。
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:
所幸最近几个月,成本已受到有效控制,相信1984年的成本增长率将会低于通货膨胀,这自信源自于我们与Chuck Huggins多年来共事的经验,自我们接管的那天就让Chuck负责,他的记录非常出色,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,实际售出的糖果磅数停滞不前,事实上这是这个行业普遍遇到的困难,只是过去我们的表现明显优于同业,不过现在却一样惨。
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.
尽管商店数量(以及分销费用)每年都有小幅增加,但在过去四年中,我们零售店的销售磅数几乎每年都没有变化。营业额增加是因我们大幅提价,但我们认为衡量一家门店经营绩效的标准在于销售磅数而非销售金额。以同店为基础(仅计算两年内开业的店铺),所有数据均调整为52周每年度,1983年平均销售量减少了0.8-1%,不过这已是1979年来较好的表现了,累计的降幅约达8%,团体采购(约占整体25%)在经过1970年代成长高峰后已停滞不前。
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.
我们不确定门店零售与团体订购的销售量的停滞,在多大程度上是受到我们的定价策略影响,多大程度是行业景气萧条或是我们的市场占有率太高造成,不过1984年我们调涨的幅度较以往几年温和,希望明年跟各位报告的销售量更好,不过我们却无任何依据能保证这种情况一定会发生。
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.
除了销量的问题,See's具有很多且重要的竞争优势,我们主要的销售地区在西部,我们的糖果比其他品牌更受消费者青睐,我们相信大多数巧克力爱好者更喜欢巧克力,而不是价格高出两三倍的其他糖果。从某种程度上,糖果就如同股票一样,价格与价值有所不同,价格是你所付出的,而价值却是你所得到的。我们全美的门店都是直营而不是加盟,服务的品质跟我们的产品一样好,亲切贴心的服务人员就跟包装上的MarySee商标一样,对一家雇用2000名季节性员工的企业来说,可是不容易办到的,这都要归功于Chuck与所有同仁的努力。
Because we have raised prices so modestly in 1984, we expect See’s profits this year to be about the same as in 1983.
由于我们在1984年仅微幅调整价格,所以估计今年的业绩与1983年相当。
Insurance - Controlled Operations 保险业务:自营
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.
我们本身除了亲自经营保险业外,还在不控股的保险公司GEICO中拥有庞大的投资部位,所有结果都很容易总结:这些由本人作决策的保险业务,其经营成果显而易见的糟糕,所幸那些不受本人控制的GEICO仅仅是黯淡了一些。你的推论完全正确,几年前我犯下的错误如今已找上门来了。
The industry had its worst underwriting year in a long time, as indicated by the table below:
整个保险行业已经低迷了好几年了,如下表所示:
Source: Best’s Aggregates and Averages.
Best’s data reflect the experience of practically the entire industry, including stock, mutual, and reciprocal companies. The combined ratio represents total insurance costs (losses incurred plus expenses) compared to revenue from premiums; a ratio below 100 indicates an underwriting profit and one above 100 indicates a loss.
Best的数据反映了几乎整个行业的经验,包括股份公司、互助公司和互惠公司。综合比率表示保险总成本(损失加上费用)与保费收入的比率;比率低于100表示承保盈利,高于100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.
如同去年我们所揭示的原因,我们认为1983年的惨况仍将持续好几个年头(正如Yogi Berra所说::一切都将重演。),这并不意味着情况不会好转,一定会反弹,但是未来十年的平均综合比率基本不可能低于1981-1983年的水平,基于我们一如既往的对通货膨胀的悲观预期,除非承保价格每年涨价10%以上,否则综合比率将很难低于现在。
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.
我们的保险业务在1983年的综合比率是121,由于最近Mike Goldberg已接手负责保险业务的经营,所以这个烫手山竽交给他来解决,要比本人亲自处理要好得多。然而不幸的是,保险这行业赔付周期很长,虽然企业政策与人员可随时改进,但其效果却要相当长的一段时间才能显现,事实上我们就靠这点在投资GEICO上赚了很多钱,我们在困境反转真正显现之前就先一步预期到了。所以目前的窘境事实上是我两三年前直接负责营运时所捅下的偻子。
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.
尽管整体表现不佳,但其中仍有几位经理人表现杰出,Roland Miller所领导的国民保险和国民火灾海上保险在汽车和一般责任险领域,当同业对手一片惨淡时一支独秀。此外Tom Rowley在科罗拉多州展露头角,Mike一年多前找到了他,我们可说是挖到宝了。
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.
近来我们在再保险领域的表现极为活跃,而事实上我们希望能够更活跃一些,在这行投保者相当注重承保者长期的信誉以确保其未来许多年后的承诺得以实现,这一点伯克希尔所提供坚实的财务实力使我们成为索赔人和保险人倚赖的首选。
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.
此类业务的主要来源是结构化赔偿金(structured settlements)——一种赔偿损失的程序,其中索赔人获得定期支付(几乎总是每月一次,终身支付),而不是一次性付清。这种赔偿金形式对索赔人来说具有重要的税收优势,同时也可以防止他挥霍一大笔一次性的赔偿金。通常,赔偿金中会内置一些通货膨胀保护。通常情况下,索赔人受到了严重的伤害,因此,定期支付的款项必须在未来几十年内毫无疑问地得到保障。我们相信我们能提供无与伦比的保障。据我们所知,没有任何一家保险公司--即使是那些总资产规模大得多的保险公司--拥有我们这样的财务实力。[1]
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.
另外,基于我们坚强的财务实力,希望转移损失准备金的保险公司可以找我们。在这类交易中,保险公司一次付给我们一大笔钱,将大量到期但未来需支付损失赔偿的这类保单业务打包卖给我们。当然转让此类债权的公司也需要确定受让人未来多年的财务实力。在这一点上我们的竞争力明显优于同业。
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.
潜在地,这两类业务的结构性结算和损失准备金的假设对我们来说可能变得非常重要。 由于这两类业务的潜在规模很大,并且相比保费收入,这些浮存金能产生大量的投资收入。我们将在我们的保险部门数据中单独显示这些业务的承保结果,同时我们的综合比率将剔除它们的影响。我们在这两类交易中没有利润前置,所有应占间接成本目前均已支出。该业务由国民保险的Don Wurster经营。
Insurance - GEICO 保险业务: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.
在1983年,GEICO保险表现之好,其程度跟我们自己掌管的保险事业差劲的程度一样。跟同业平均综合比率111相比,GEICO保险在加计预估分配给保户的股利后的数字为96,在几年前,我从不会想到它能够表现的如此之好,这都要归功于优异的商业模式和卓越的管理层。
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在承保领域一贯维持着良好的纪律:包含至关重要全额准备金和适当的损失准备金,他们的努力现在得到了新业务收益的进一步回报,加上投资部门的佼佼者路易·辛普森(Lou Simpson),这三个人组成了保险业的梦幻队伍。
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.
我们拥有GEICO保险大约三分之一的股权,依比例约拥有2.7亿美元的保费份额,比我们自有的全部保费还多约80%,所以可以这么说我们拥有的是全美最优质的保险业务,但这并不代表我们就不需改进自有的保险业务。
Stock Splits and Stock Activity 股票拆分和股票交易
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.
我们经常被问到为什么伯克希尔不拆分其股票。这个问题背后的假设似乎是:股票拆分是一种有利于股东的行动。我们并不认同这点,让我告诉你为什么。
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伯克希尔的股票价格以与其内在商业价值合理相关的价格交易。请注意「合理相关」而非「完全一致」,因为如果绩优公司的股票通常在市场上以大大低于其价值的折扣出售,伯克希尔也很难幸免。理性股价的关键是理性的股东,无论是当前股东还是未来股东。
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.
如果公司的股东或潜在的买家主要都是基于非理性或情绪性的投资该公司股票,则公司股票便会不时出现很离谱的价格,躁狂-抑郁的人性会导致躁狂-抑郁的估值。市场的这种特性虽然有助于我们买卖其它公司的股票,但我们尽量避免这种情况跟伯克希尔沾上边,这符合你我双方的利益。
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.
只获得高质量的股东并不容易。A女士可依喜好选择其投资组合,任何人都可买任何股票,没有任何公司可依智力、情绪稳定度、道德感或衣着品味来筛选股东,所以股东优生学基本上是一项不可能的任务。
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.
很大程度上我们认为,如果我们始终如一地传达我们的经营哲学和所有权理念,并且没有其他相互冲突的信息,那么就可以吸引并维持一个高质量的股东群,以达到自我筛选的目的。例如,一场主题为歌剧的音乐会,跟另一场主题是摇滚乐的演唱会,一定会吸引不同的观众群来欣赏,虽然任何人皆可购买其中任何一种的门票。
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.
我们的企业基本原则以及管理层股东定期互相沟通是我们最好的广告,我们希望吸引认同我们的运营、理念和期望的投资者,同样重要的是劝退那些不认同的人。我们希望那些倾向长期投资且把公司当成是自己事业一样看待的股东加入我们,大家关注的是公司的经营成果而非短期的股价波动。
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.
具有这项特质的投资人属于极少数,但我们拥有非常多,我相信投资伯克希尔或蓝筹印花达五年以上的股东有90%以上,甚至可能超过95%。我猜测有95%的股东持有的伯克希尔股票价值比起其第二大持股超过两倍以上。在股东过千和市值过十亿的公司中,我们几乎可以肯定,伯克希尔的股东与经营者的想法是最能契合的。提升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.
如果我们拆分公司的股票或者采行一些其他注重公司股价而非企业价值的动作,我们吸引到的新股东其特质可能要比离开的股东差得多,当伯克希尔的股价为1,300美元时,很少有投资者能负担得起。对于能购买一股的人来说,将股票分割为一百股再购买,难道有什么差别吗?那些不同意的人以及那些因为拆分或预期拆分而购买股票的人,肯定会将我们现有的股东水准往下拉,难道我们要换掉那些思想透澈的原股东,而去换来一堆情绪易受影响的、认为9张十元钞要比1张百元钞要好的新成员,这样做真的能够提升整体股东的素质吗?人们若基于非价值因素买进股票也会基于非价值因素卖出股票,他们的加入只会使公司的股价偏离内在商业价值而加剧不稳定的波动。
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.
所以我们的政策尽量避免吸引关注短期股价的情绪投机者,而尝试吸引关注长期商业价值的理性投资者,就像你在一个由理性投资者组成的股票市场中买进伯克希尔的股票一样,你也可以在这个市场中卖出,我们尽量维持这种理想的状态。
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.
股票市场一个讽刺之处就是对于波动性的过于重视,券商称之为流动性与变现性,对那些换手率高的公司大加赞扬,那些无法让你口袋鼓鼓的人一定会自信的让你的耳朵满满。但投资者必须明白,对赌场老板有利的事情对客户必然不利,而过热的股市跟赌场没有什么不同。
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.)
假设一家公司的股本回报率为12%,股票每年的周转率为100%,股票买卖双方须抽1%的手续费(低价股的费率可能更高),现在假设公司股票以账面价值进行交易,这样每年股权转移的交易成本占净资产的2%,意味着所有者12%的收益中的1/6通过摩擦成本转移给券商,却对企业的收益没有产生任何助益,(这还不包括期权交易,这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.
玩这种跟随音乐节奏频繁更换椅子的游戏对投资者来说太过昂贵,若是政府突然宣布对企业或投资者征收16%新所得税时,你能想象会有什么痛苦的叫喊声吗?实际上,通过频繁交易,投资者变相向自己征收相当于此类税收的税款。
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.
过去市场包括场外交易在内每天交易量约1亿股,今天看来算是相当低了,但对股东来说绝对是祸不是福,因为那代表当天换椅子的费用是5000万股成本的2倍(换位税:先卖5000万股+再买5000万股,而券商是买卖双向收费是4倍),假设1亿股交易日持续了一年,每次购买或出售的交易成本为每股15美分,则一年累积下来投资者的换位税要花费约75亿美金(1亿0.15元2*250天),这一数额相当于财富500强最大四家公司埃克森石油,美孚石油、太古石油和通用汽车1982年的利润总和。
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1982年底账面价值约750亿美元,占财富500强企业账面价值与获利的12%。根据我们的假设,投资人因为手痒而将手中股票换来换去的代价,相当于花费了这些大企业一年的辛苦所得。另外,如果再加上换椅子的投资建议费用的话——20亿管理费,约相当于全美前五大金融机构(花旗、美国银行、大通银行、汉诺威银行、摩根银行)盈利总和。这个昂贵的换椅子游戏,只是用来决定谁能分吃这块蛋糕,但却不能让蛋糕变得大。
(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.)
我们知道有一种扩大蛋糕的论点,即这个过程提高了资金的配置效率,但我们怀疑其可信度,我们认为过热的股市反而严重妨碍了理性资金的合理配置,并使蛋糕严重缩小。亚当史密斯说:自由市场中有一只看不见的大手,能引导所有非共谋行为使经济社会利益极大化。我们的观点是:赌场式的股市与神经质的投资行为仿佛是一只看不见的大脚,会绊倒并减缓经济社会向前发展。
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%.
与那些过热的股票相比,伯克希尔目前的买卖价差约为30点,约2%,依据交易量大小的不同,买卖双方所需支付的成本从4%(只买卖几股)至1.5%(大宗交易可以谈判降低佣金)不等,伯克希尔大多数的股票交易通常较大,成本一般不超过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.
同时伯克希尔股票的换手率每年约仅3%(扣除券商间交易和捐赠),也就是说,伯克希尔股东每年所付出的交易成本约占其市值的万分之六,约略为90万美金(这笔金额不少,远低于平均水平),拆分股票会增加交易成本、降低股东素质、鼓励股价与其内在价值悖离......我们实在想不到任何一点好处。
Miscellaneous 其他
Last year in this section I ran a small ad to encourage acquisition candidates. In our communications businesses we tell our advertisers that repetition is a key to results (which it is), so we will again repeat our acquisition criteria.
We prefer:
去年我登了一小段广告寻求可能的并购对象,在我们的新闻事业,我们告诉广告主重复刊登便会有效果(事实上就是如此),所以今年我再复述一次我们并购的标准,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 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。
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.
所有符合条件的股份中约有96.4%参与了我们1983年的股东指定捐款计划。在1984年初总计捐出3,066,501美元的款项分配给1,353家慈善机构,虽然参与股东的回复比率颇高,但占全部股东回复比率却不甚理想,主要的原因可能是新并购进来的股东人数较多且不熟悉本计划的内容,我们建议新股东赶快阅读相关信息
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.
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。未在1984年9月28日登记的股份将不具有参与1984年的计划资格。
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.
蓝筹印花与伯克希尔的合并案顺利完成,仅有不到0.1%的股东表示反对,也没有人要求再评估,在1983年我们因而获得了一些税收优惠,我们预期未来能够再获得一些。
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.
此外整个合并案有个小插曲,1965年现管理层接手伯克希尔有1,137,778股已发行股票,而现有1,146,909股,若你当初持有1%的股权约等于现在的0.99%股权,不过伯克希尔的资产已从过去单纯的纺织机器设备厂房,增加为拥有新闻、糖果、家具与保险业务,外加13亿美元的有价证券。
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.
我们欢迎原蓝筹印花的股东加入我们,为了帮助你们对伯克希尔有进一步的认识,只要来信索取我们很愿意将1977-1982的年报寄给各位。将您的请求直接发送给公司,地址为1440 Kiewit Plaza, Omaha, Nebraska 68131。
Warren E. Buffett
沃伦.巴菲特
Chairman of the Board
董事会主席
March 14, 1984
1984年3月14日
Appendix 附录
BERKSHIRE HATHAWAY INC.
伯克希尔·哈撒韦公司
Goodwill and its Amortization: The Rules and The Realities
商誉及其摊销:会计规则与经济现实
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.
这篇附录探讨的只是经济和会计商誉,而不是日常所说的声誉。比如,一个公司可能被大多数客户喜欢,甚至热爱,但是却不具有任何经济商誉。(AT&T在分拆前总的来说声誉很好,但没有一分钱的经济商誉。)遗憾的是,一个公司可能并不被其客户所喜欢,但却具有大量,而且不断增长的经济商誉。所以,就目前而言,让我们先忘掉情绪,只关注于经济和会计。
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".
当一个公司被并购时,会计准则要求并购金额首先分配给所并购的可确认资产的公允价值。资产的公允价值总和(经扣除负债后)经常是少于公司的并购总价格。在这种情况,这两者的差异就被分配到一个资产帐户,称为"超出并购的净资产权益的额外成本"。为了避免不断的重复这一很长的说法,我们将用"商誉"来替代之。
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.
在1970年11月以前购买公司所产生的商誉有不同的处理。除非在极少的情况下,只要仍然持有所购买的公司,商誉就可以存在于资产负债表上。这意味着不需针对盈利核算摊销费用而逐渐削减这项资产。
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.
在1970年11月以后的并购就不同了。当并购产生商誉,这些商誉必须在不超过40年的时间里进行摊销。每年以相等的摊销费用减少利润帐户。由于40年是所允许的最长时间,这也是管理层(包括我们自己)通常选用的。这项减少利润的年度费用不允许被用来抵扣税,所以具有一般费用大约两倍的税后收益影响。
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.
这就是会计商誉的运作方式。为了揭示会计商誉与经济商誉的区别,让我们看一个手边的例子。我们将一些数字四舍五入,并极大的简化,以让这个例子容易理解。我们还将提及一些对投资者和经理人的影响。
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于1972年初以2500万美元购买了See's糖果。当时,See's有大约800万的净有形资产。在整个讨论中,应收帐款将被归于有形资产,这个定义对商业分析是适合的。当时这个水平的有形资产足够在不用债务的情况下运营业务,季节性短期的因素除外(圣诞节促销)。See's当时的税后盈利是200万美元,这似乎保守的代表了以1972年不变美元计的未来盈利能力。
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.
因此,我们学到的第一课:当企业预期从这些有形资产上产生的收益远高于一般市场回报率时,从逻辑上讲,公司的价值远远超过了有形资产净值。这种市场回报的超额收益被资本化就是经济商誉。
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年以及现在,相对来说,很少有公司能像See's那样稳定的获得25%的税后净有形资产回报率,而且采用了保守的会计核算,以及没有财务杠杆。并不是公允市场价值的库存,应收款,或者固定资产,产生了这种非凡的溢价回报率。正好相反,是无形资产的组合,尤其是在消费者中良好的声誉产生了这一切。这种良好的声誉是建立在消费者对其产品以及公司员工无数愉快的体验之上。
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.
这种声誉创造出了一个消费者特许经营权。决定商品销售溢价的重要决定性因素是商品满足了购买者的需求价值,而不是商品的生产成本(是需求定价,而不是成本定价)。消费者特许经营权是经济商誉的主要来源。其他的来源包括:无盈利管制的政府特许经营权如电视台,以及在一个行业的低成本生产者的持久地位。
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这个例子的会计处理。Blue Chip对See's的并购超出了净有形资产1700万美元。这就要求在Blue Chip的资产负债表上设立同等额度的商誉帐户,并在40年的时间里,每年把这项资产摊销42.5万美元的费用,随之减少利润。到了1983年,经过了11年这样的摊销,这1700万已经被减少到了1250万。伯克希尔,与此同时,拥有60%的BlueChip,所以也就是60%的See's。这一所有权意味着伯克希尔的资产负债表反映了60%的See's的商誉,即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年伯克希尔并购了Blue Chip余下的股份。这一合并要求使用购买法会计处理(purchase),而不是一些合并所允许的合并法会计处理(pooling)。在购买法会计处理下,我们支付给Blue Chip的股份的公允价值必须在我们从Blue Chip获得的净资产上分摊。这一公允价值的多少,当上市公司用股票进行并购时总是用所放弃的市场价值来衡量。
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.
并购的资产包括了Blue Chip所拥有的所有东西的40%(如上所示,伯克希尔已拥有余下的60%)。当伯克希尔支付的超过了我们收到的5170万美元可确认净资产,这一超出的部分被分配到两部分商誉:2840万美元在See's,以及2330万美元在Buffalo Evening News。
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.
所以在并购后,伯克希尔有了See's的商誉,具有两部分:从1971年并购所剩下的750万美元,以及1983年的40%并购所新创造的2840万美元。我们在未来28年的摊销费用将是每年100万美元,之后的12年也就是2002-2013年是每年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.)
换句话说,不同的并购日期和价格,让我们对同样一个资产有了两个非常不同的价值和摊销费用。(我们重复我们的免责声明:我们没有更好的会计系统建议。必须被解决的问题令人难以置信,因此必须有硬性的规则。)
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.
但是,经济现实是什么?一个实际情况是,从See's并购后每年从利润表中作为成本扣除的摊销费用并不是真正的经济成本。我们知道See's去年在2000万美元的净有形资产之上,挣了1300万美元的税后利润。这一业绩表明现存的经济商誉远高于最初总的商誉会计成本。换句话说,虽然会计商誉从并购那一刻就有规律的摊销而定期减少,但经济商誉却以不规律但却非常重大的方式增加。
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无法符合经济成本。当然,See's的经济商誉也可能消失。但商誉不会稳定的消耗,或者以类似稳定的方式消耗。最有可能的是,商誉将会增加。由于美元的通胀作用,商誉价值将会以当前美元计增加,而不是以不变美元计。
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.
这一可能性的存在是因为真实的经济商誉倾向于跟随通胀在名义价值上成比例增加。为了说明这是如何运作的,让我们把See's这样的业务和一个更普通的业务X做一个对比。1972年我们并购See's时,它在800万美元净有形资产之上的盈利是200万美元。让我们假定一个普通的企业X也有200万美元的盈利,但需要1800万美元的净有形资产来维持运营。仅凭所需有形资产赚取11%的回报,这个普通的业务几乎没有经济商誉。
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.
这样一个企业X,完全有可能以其净有形资产净值1800万美元卖出。与之相反,我们支付了2500万美元购买了See's,即使它没有更多的盈利,而且只有前面普通业务X不到一半的实打实的有形资产。难道正如我们的并购价格所暗示的那样,更少的净资产真的会更值钱吗?答案是"是的",只要你预料到未来是一个持续通胀的世界,正如我们在1972年预计的那样,即便两个业务的销量都预期会停滞。
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.
要理解为什么少会变多,请想象物价水平翻倍之后对这两个业务的影响。这两者都需要把名义盈利翻倍到400万美元才能赶得上通胀。这似乎不需要太多的手段:只要卖同样多的数量,把价格翻倍就行了,假设利润率不变,盈利一定翻倍。
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.
但是关键的是,为了达到利润翻倍,两者恐怕都必须把正常的净有形资产投资翻倍。因为这就是通胀常常强加于商业的经济要求。有好处也有坏处,以美元计的销售额翻倍意味着更多的钱必须马上被用在应收款和库存。固定资产所用的钱对通胀会有较慢的反应,但肯定会有反应。而且,所有这些通胀要求的投资将无法提高投资回报率。这种投资的原因在于维持业务的生存,而不是股东利益的增长。
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.
记住,See's只有800万美元的净有形资产。所以,它只需要投入额外的800万美元来支持通胀所强加的资本需求。而普通的公司X,则有着超过2倍的大负担,需要1800万美元的额外资本。
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,这个普通的公司X,现在每年盈利400万美元,可能仍然价值相当于其有形资产价值,即3600万美元。这意味着股东投资的每一个美元,只产生了一个美元的名义价值增加。(这与他们把钱加到存款帐户中一样,都是一美元对一美元。)
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.
See's同样也盈利400万美元,用我们购买时同样的估值方法评估(逻辑上应该如此)可能价值5000万美元。所以See's获得了2500万美元的名义价值增加,而股东仅仅投入了800万美元的额外资本,这相当于每投入1美元获得超过3美元的名义价值。
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.
记住,即使是这样,See's的股东也由于通胀被迫付出800万美元的额外资本,这也才仅仅是维持真实利润。任何需要一些净有形资产来运营的非杠杆企业(几乎所有的业务都是如此)都会被通胀伤害。对有形资产方面需求很少的企业受到的伤害最小。
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.
然而这个事实对很多人来说是难以理解的。多年以来,(十分传统但智慧不足的)传统智慧认为拥有天然资源,工厂,机器或其他有形资产("我们信赖的商品")的企业能够提供最好的通胀保护。其实根本不是这样。重资产企业的回报率通常很低,低到几乎不能提供足够的资本来满足现有业务的通胀需求,没有任何剩余资金来支持真正的增长,分配股息给所有者,或者并购新的业务。
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.
与之相反,在通货膨胀时期积累的大量商业财富来自拥有具有持久价值的无形资产和对有形资产的要求相对较低的特许经营权。在这些例子里,以名义美元计价的盈利大幅增加,这些资金可以用来并购其他的业务。这种现象在电视报业等传媒行业尤为明显。这一行业仅需要很少的有形资产投资,但是却能保持特许经营权经久不衰。在通胀时期,商誉是不断给予的礼物。
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.
但是这一结论自然只适用于真正的经济商誉。欺骗性的会计商誉(有很多这样的例子)是另外一码事。当一个过度兴奋的管理层用愚蠢的高价购买一个企业时,你就会看到与前面描述的同样的会计细节。因为它无处可去,愚蠢的出价最终会被记入商誉帐户。考虑到创建该账户缺乏管理自制力,在这种情况下,应该称之为"没有意愿"。无论期限,通常可以观察到40年的仪式性摊销。管理层追求刺激的肾上腺素被资本化保留在帐面上作为一项「虚无缥缈的资产」,就像在说这个并购是一个明智的举动。
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.
如果你坚持相信对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例子。
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%.
假设一个公司有每股20美元的净资产,全部是有形资产。进一步假设公司内部发展了一个绝妙的消费者特许经营权,或者这个公司足够幸运,获得了一些重要的FCC最初授予的电视台许可。所以,这个公司于有形资产上盈利丰厚,比如每股5美元,或者25%的回报。
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.
有这样的经济状况,这家公司的股票可能卖价每股100美元或更高。而且还有可能在协商卖出整个业务时获得如此的价格。
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?
假设一个投资者支付了每股100美元购买股票,实际上是用每股80美元支付了商誉(正如一个企业并购整个公司时那样)。这个投资者在计算"真实"每股盈利时,是否需要每年扣除2美元的摊销费用(80美元除以40年)?如果需要,那么新的"真实"每股盈利只剩3美元,是否应该促使他重新思考买入价?
We believe managers and investors alike should view intangible assets from two perspectives:
我们认为经理人和投资者应该从下面两个视角看待无形资产:
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.
1. 在分析经营业绩时,也就是评估一个业务的内在经济状况时,摊销费用应该被忽略。一个企业在无杠杆的净有形资产上的预期收益(不包括商誉摊销收益的任何费用),是衡量企业经济吸引力的最佳指南。这也是衡量该业务经济商誉价值的最佳指南。
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.
2. 在评估商业投资是否明智时,摊销费用也应被忽略。摊销费用既不应该从业务的盈利中减去,也不应该从业务的成本中扣除。这意味着在任何摊销之前,永远以全部成本查看购买的商誉。更重要的是,并购成本应该被定义为,包含所支付代价的全部内在商业价值,而不仅是其记录的会计价值,不论合并当时所涉及的证券的市场价格,也不管是否允许用合并会计处理。比如,我们在合并Blue Chip 40%的See's和News的商誉时,真正支付的代价远超过我们记录在账面上的5170万美元。存在这种差异是由于在合并时,伯克希尔股票的市场价值低于其内在商业价值,对我们来说这才是决定真实成本的价值。
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A看似乎是赢家的投资,从视角B看却有可能黯然失色。一个好的企业不一定是一个好的投资,虽然好企业是寻找好投资的地方。
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.
我们将寻求投资那些用A衡量是优秀运营的企业,而且用B衡量能产生合理回报的投资。所谓会计的结果将完全被忽略。
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.
在1983年底,在我们会计帐面上的净商誉是6200万美元,包括7900万美元标明在资产负债表的资产一侧,以及1700万美元负的商誉以冲销我们持有的Mutual Savings and Loan的权益价值。
We believe net economic Goodwill far exceeds the $62 million accounting number.
我们相信净经济商誉远超过这6200万美元的会计数字。
[1]By 四元 @20240221
这一段原来的翻译比较笼统,重新翻译。
原翻译:所以分次给付可确保其往后数十年的衣食无虞,而关于这点我们自认为可提供无与伦比的保障。据我们所知,其他保险公司即使资产规模再雄厚,都没有我们这样坚强的财务实力。