Dividend Policy
股息政策
Dividend policy is often reported to shareholders, but seldom explained. A company will say something like, "Our goal is to pay out 40% to 50% of earnings and to increase dividends at a rate at least equal to the rise in the CPI". And that's it—no analysis will be supplied as to why that particular policy is best for the owners of the business. Yet, allocation of capital is crucial to business and investment management. Because it is, we believe managers and owners should think hard about the circumstances under which earnings should be retained and under which they should be distributed.
股息政策常常被向股东报告，却鲜少得到解释。公司往往只是说一句"我们的目标是派发40%至50%的收益，并以不低于CPI涨幅的速度增加股息"——仅此而已，却不提供任何分析来说明为何这一特定政策对企业的所有者而言是最优的。然而，资本配置对于企业经营和投资管理至关重要。正因如此，我们认为管理者和所有者都应当认真思考：在什么情况下应当留存收益，在什么情况下又应当予以分配。
The first point to understand is that all earnings are not created equal. In many businesses particularly those that have high asset/profit ratios—inflation causes some or all of the reported earnings to become ersatz. The ersatz portion—let's call these earnings "restricted"—cannot, if the business is to retain its economic position, be distributed as dividends. Were these earnings to be paid out, the business would lose ground in one or more of the following areas: its ability to maintain its unit volume of sales, its long-term competitive position, its financial strength. No matter how conservative its payout ratio, a company that consistently distributes restricted earnings is destined for oblivion unless equity capital is otherwise infused.
首先需要理解的是，并非所有收益都生而平等。在许多企业中——尤其是那些资产/利润比率较高的企业——通货膨胀会导致部分乃至全部报告收益变成虚假的替代品。这部分虚假收益——姑且称之为"受限收益"——若企业要维持其经济地位，便不能作为股息分配出去。一旦这部分收益被派发，企业就会在以下一个或多个方面失去立足之地：维持单位销售量的能力、长期竞争地位、财务实力。无论派息比率多么保守，一家持续分配受限收益的公司，除非另行注入股权资本，否则注定走向消亡。
Restricted earnings are seldom valueless to owners, but they often must be discounted heavily. In effect, they are conscripted by the business, no matter how poor its economic potential. (This retention-no-matter-how-unattractive-the-return situation was communicated unwittingly in a marvelously ironic way by Consolidated Edison a decade ago. At the time, a punitive regulatory policy was a major factor causing the company's stock to sell as low as one-fourth of book value; i.e., every time a dollar of earnings was retained for reinvestment in the business, that dollar was transformed into only 25 cents of market value. But, despite this gold-into-lead process, most earnings were reinvested in the business rather than paid to owners. Meanwhile, at construction and maintenance sites throughout New York, signs proudly proclaimed the corporate slogan, "Dig We Must".)
受限收益对所有者而言很少是毫无价值的，但往往必须被大幅折价。实际上，无论企业的经济潜力多么贫乏，这部分收益都被企业强制征用了。（这种"无论回报多么糟糕都必须留存"的处境，在十年前被Consolidated Edison以一种妙不可言的讽刺方式无意中道出。彼时，严苛的监管政策是导致该公司股价低至账面价值四分之一的主要因素——也就是说，每留存一美元收益再投入业务，那一美元便只转化为25美分的市场价值。然而，尽管经历着这种点金成铅的过程，大部分收益仍被再投入业务，而非支付给所有者。与此同时，纽约各地的建设和维修工地上，标牌骄傲地宣示着公司的口号："挖掘，我们义不容辞。"）
Restricted earnings need not concern us further in this dividend discussion. Let's turn to the much-more-valued unrestricted variety. These earnings may, with equal feasibility, be retained or distributed. In our opinion, management should choose whichever course makes greater sense for the owners of the business.
在这次关于股息的讨论中，受限收益无需我们进一步操心。让我们转向价值远为宝贵的非受限收益。这部分收益无论留存还是分配，在可行性上并无差异。在我们看来，管理层应当选择对企业所有者而言更有意义的那条路。
This principle is not universally accepted. For a number of reasons managers like to withhold unrestricted, readily distributable earnings from shareholders—to expand the corporate empire over which the managers rule, to operate from a position of exceptional financial comfort, etc. But we believe there is only one valid reason for retention. Unrestricted earnings should be retained only when there is a reasonable prospect—backed preferably by historical evidence or, when appropriate, by a thoughtful analysis of the future—that for every dollar retained by the corporation, at least one dollar of market value will be created for owners. This will happen only if the capital retained produces incremental earnings equal to, or above, those generally available to investors.
这一原则并未得到普遍认同。出于种种原因，管理者倾向于将非受限的、随时可分配的收益扣押不发——为了扩张他们所统治的企业帝国，为了在异常充裕的财务舒适区中运营，等等。但我们认为，留存收益只有一个正当理由：只有当有合理前景——最好有历史证据支撑，或在适当时候辅以对未来的深思熟虑的分析——表明企业每留存一美元，至少能为所有者创造一美元市场价值时，非受限收益才应当被留存。这只有在留存资本所产生的增量收益等于或高于投资者普遍可获得的回报率时，才会实现。
To illustrate, let's assume that an investor owns a risk-free 10% perpetual bond with one very unusual feature. Each year the investor can elect either to take his 10% coupon in cash, or to reinvest the coupon in more 10% bonds with identical terms; i.e., a perpetual life and coupons offering the same cash-or-reinvest option. If, in any given year, the prevailing interest rate on long-term, risk-free bonds is 5%, it would be foolish for the investor to take his coupon in cash since the 10% bonds he could instead choose would be worth considerably more than 100 cents on the dollar. Under these circumstances, the investor wanting to get his hands on cash should take his coupon in additional bonds and then immediately sell them. By doing that, he would realize more cash than if he had taken his coupon directly in cash. Assuming all bonds were held by rational investors, no one would opt for cash in an era of 5% interest rates, not even those bondholders needing cash for living purposes.
为了说明这一点，让我们假设一位投资者持有一张无风险的10%永续债券，这张债券有一个非常罕见的特征：每年，投资者可以选择以现金形式收取10%的票息，或者将票息再投资于具有相同条款的更多10%债券——即永续存续，且票息同样提供现金或再投资的选项。如果在某一特定年份，长期无风险债券的市场利率为5%，那么投资者选择以现金形式收取票息便是愚蠢的，因为他本可以选择的那些10%债券，价值将远超面值的100美分。在这种情况下，想要套取现金的投资者应当选择以额外债券形式收取票息，然后立即在市场上出售。这样一来，他所获得的现金将多于直接以现金形式收取票息的金额。假设所有债券均由理性投资者持有，那么在利率为5%的时代，没有人会选择现金——即便是那些因生活所需而急需现金的债券持有者也不例外。
If, however, interest rates were 15%, no rational investor would want his money invested for him at 10%. Instead, the investor would choose to take his coupon in cash, even if his personal cash needs were nil. The opposite course—reinvestment of the coupon—would give an investor additional bonds with market value far less than the cash he could have elected. If he should want 10% bonds, he can simply take the cash received and buy them in the market, where they will be available at a large discount.
然而，如果利率为15%，没有任何理性投资者会愿意让自己的钱以10%的回报率被代为投资。在这种情况下，投资者会选择以现金形式收取票息，即便他个人对现金毫无需求。相反的做法——将票息再投资——只会给投资者带来市场价值远低于他本可选择的现金金额的额外债券。如果他确实想持有10%的债券，他完全可以用收到的现金直接在市场上购买——届时那些债券将以大幅折价的方式供应。
An analysis similar to that made by our hypothetical bondholder is appropriate for owners in thinking about whether a company's unrestricted earnings should be retained or paid out. Of course, the analysis is much more difficult and subject to error because the rate earned on reinvested earnings is not a contractual figure, as in our bond case, but rather a fluctuating figure. Owners must guess as to what the rate will average over the intermediate future. However, once an informed guess is made, the rest of the analysis is simple: you should wish your earnings to be reinvested if they can be expected to earn high returns, and you should wish them paid to you if low returns are the likely outcome of reinvestment.
与这位假想债券持有者所做的类似分析，同样适用于所有者思考一家公司的非受限收益是否应当留存或分配的问题。当然，这一分析要困难得多，也更容易出错，因为再投资收益的回报率并非像债券案例中那样是一个合同约定的数字，而是一个波动的数字。所有者必须对中期未来的平均回报率作出判断。然而，一旦作出有据可依的判断，其余的分析便简单明了：如果再投资预期能够获得高回报，你应当希望收益被留存；如果再投资很可能只带来低回报，你应当希望收益被支付给你。
Many corporate managers reason very much along these lines in determining whether subsidiaries should distribute earnings to their parent company. At that level, the managers have no trouble thinking like intelligent owners. But payout decisions at the parent company level often are a different story. Here managers frequently have trouble putting themselves in the shoes of their shareholder-owners.
许多公司管理者在决定子公司是否应当向母公司分配收益时，确实会沿着这样的思路进行推理。在这个层面上，管理者毫不费力地就能像一个明智的所有者那样思考。但在母公司层面的派息决策上，情况往往大相径庭。在这里，管理者常常难以设身处地地站在股东所有者的立场上思考问题。
With this schizoid approach, the CEO of a multi-divisional company will instruct Subsidiary A, whose earnings on incremental capital may be expected to average 5%, to distribute all available earnings in order that they may be invested in Subsidiary B, whose earnings on incremental capital are expected to be 15%. The CEO's business school oath will allow no lesser behavior. But if his own long-term record with incremental capital is 5%—and market rates are 10%—he is likely to impose a dividend policy on shareholders of the parent company that merely follows some historical or industry-wide payout pattern. Furthermore, he will expect managers of subsidiaries to give him a full account as to why it makes sense for earnings to be retained in their operations rather than distributed to the parent-owner. But seldom will he supply his owners with a similar analysis pertaining to the whole company.
带着这种精神分裂式的思维方式，一家多部门公司的CEO会指示增量资本收益率平均预期只有5%的子公司A，将所有可分配收益上缴，以便将其投入到增量资本收益率预期为15%的子公司B。CEO的商学院誓言不允许他有任何低于这一标准的行为。然而，如果他本人在增量资本上的长期记录是5%——而市场利率是10%——他却很可能向母公司的股东强加一套只是沿袭某种历史惯例或行业普遍模式的股息政策。更有甚者，他会要求子公司管理层对"为何将收益留存在本业务而非上缴母公司所有者"作出完整的解释。但他自己却鲜少向其所有者提供针对整个公司的类似分析。
In judging whether managers should retain earnings, shareholders should not simply compare total incremental earnings in recent years to total incremental capital because that relationship may be distorted by what is going on in a core business. During an inflationary period, companies with a core business characterized by extraordinary economics can use small amounts of incremental capital in that business at very high rates of return (as was discussed in last year's section on Goodwill). But, unless they are experiencing tremendous unit growth, outstanding businesses by definition generate large amounts of excess cash. If a company sinks most of this money in other businesses that earn low returns, the company's overall return on retained capital may nevertheless appear excellent because of the extraordinary returns being earned by the portion of earnings incrementally invested in the core business. The situation is analogous to a Pro-Am golf event: even if all of the amateurs are hopeless duffers, the team's best-ball score will be respectable because of the dominating skills of the professional.
在判断管理层是否应当留存收益时，股东不应简单地将近年来的总增量收益与总增量资本相比较，因为这一关系可能被核心业务的状况所扭曲。在通胀时期，拥有具有非凡经济特质的核心业务的公司，能够以极高的回报率在该业务中使用少量增量资本（正如去年商誉部分所讨论的）。但是，除非它们正在经历强劲的单位销量增长，否则卓越的业务按其定义就会产生大量超额现金。如果一家公司将这些钱中的大部分投入其他回报率低下的业务，那么公司留存资本的整体回报率看起来依然出色，这是因为增量投入核心业务的那部分收益正在创造非凡回报。这种情况类似于业余职业高尔夫混合赛：即便所有业余球手都是无可救药的臭手，球队的最佳球成绩也会相当体面——因为那位职业球手的主导性技艺在撑场面。
Many corporations that consistently show good returns both on equity and on overall incremental capital have, indeed, employed a large portion of their retained earnings on an economically unattractive, even disastrous, basis. Their marvelous core businesses, however, whose earnings grow year after year, camouflage repeated failures in capital allocation elsewhere (usually involving high-priced acquisitions of businesses that have inherently mediocre economics). The managers at fault periodically report on the lessons they have learned from the latest disappointment. They then usually seek out future lessons. (Failure seems to go to their heads.)
许多公司在股权回报率和总体增量资本回报率上持续表现良好，但实际上，它们已将大部分留存收益用于经济上毫无吸引力、甚至灾难性的方向。然而，它们那些年复一年持续增长的卓越核心业务，掩盖了在其他领域资本配置上的屡次失败（通常涉及以高价收购那些内在经济特质平庸的企业）。犯错的管理者会定期汇报他们从最新的挫折中汲取的教训，然后通常又去寻找下一次教训。（失败似乎令他们飘飘然。）
In such cases, shareholders would be far better off if earnings were retained only to expand the high-return business, with the balance paid in dividends or used to repurchase stock (an action that increases the owners' interest in the exceptional business while sparing them participation in subpar businesses). Managers of high-return businesses who consistently employ much of the cash thrown off by those businesses in other ventures with low returns should be held to account for those allocation decisions, regardless of how profitable the overall enterprise is.
在这种情况下，如果收益仅被留存用于扩展高回报业务，其余部分则以股息形式支付或用于回购股票（这一举措在增加所有者在卓越业务中权益的同时，使他们免于参与低于平均水平的业务），股东的处境将会好得多。对于那些持续将高回报业务所产生的大量现金投入其他低回报事业的管理者，无论整体企业的盈利能力如何，都应当就这些资本配置决策被追究责任。
Nothing in this discussion is intended to argue for dividends that bounce around from quarter to quarter with each wiggle in earnings or in investment opportunities. Shareholders of public corporations understandably prefer that dividends be consistent and predictable. Payments, therefore, should reflect long-term expectations for both earnings and returns on incremental capital. Since the long-term corporate outlook changes only infrequently, dividend patterns should change no more often. But over time distributable earnings that have been withheld by managers should earn their keep. If earnings have been unwisely retained, it is likely that managers, too, have been unwisely retained.
本文的任何内容都无意主张股息应随收益或投资机会的每一次波动而逐季颠簸跌宕。上市公司的股东自然希望股息保持稳定且可预期。因此，派息应当反映对收益和增量资本回报率的长期预期。由于企业的长期前景变化频率本就不高，股息模式的变化也不应更为频繁。但随着时间推移，被管理者扣留的可分配收益必须证明自身的留存价值。如果收益被不明智地留存，那么管理者本人很可能也是被不明智地留任的。
Let's now turn to Berkshire Hathaway and examine how these dividend principles apply to it. Historically, Berkshire has earned well over market rates on retained earnings, thereby creating over one dollar of market value for every dollar retained. Under such circumstances, any distribution would have been contrary to the financial interest of shareholders, large or small.
现在让我们转向Berkshire Hathaway，看看这些股息原则如何适用于它。从历史上看，Berkshire在留存收益上的回报率远超市场水平，从而每留存一美元便创造了超过一美元的市场价值。在这种情况下，任何分配都将有悖于股东——无论大小——的财务利益。
In fact, significant distributions in the early years might have been disastrous, as a review of our starting position will show you. Charlie and I then controlled and managed three companies, Berkshire Hathaway Inc., Diversified Retailing Company, Inc., and Blue Chip Stamps (all now merged into our present operation). Blue Chip paid only a small dividend, Berkshire and DRC paid nothing. If, instead, the companies had paid out their entire earnings, we almost certainly would have no earnings at all now—and perhaps no capital as well.
事实上，早年大规模分配或许会酿成灾难，回顾我们的起点便可见一斑。Charlie和我当时控制并管理着三家公司：Berkshire Hathaway Inc.、Diversified Retailing Company, Inc.和Blue Chip Stamps（这些公司现已全部并入我们目前的运营体系）。Blue Chip只派发少量股息，Berkshire和DRC则分文未派。如果当时这些公司将全部收益悉数分配，我们现在几乎肯定将毫无收益可言——或许连资本也所剩无几。
The three companies each originally made their money from a single business: (1) textiles at Berkshire; (2) department stores at Diversified; and (3) trading stamps at Blue Chip. These cornerstone businesses (carefully chosen, it should be noted, by your Chairman and Vice Chairman) have, respectively, (1) survived but earned almost nothing, (2) shriveled in size while incurring large losses, and (3) shrunk in sales volume to about 5% its size at the time of our entry. (Who says "you can't lose 'em all"?) Only by committing available funds to much better businesses were we able to overcome these origins. (It's been like overcoming a misspent youth.) Clearly, diversification has served us well.
这三家公司最初各自只靠一项业务赚钱：（1）Berkshire的纺织业；（2）Diversified的百货业；（3）Blue Chip的印花票业务。这些基石业务（值得一提的是，均由你们的董事长和副董事长精心挑选）的结局分别是：（1）勉强存活但几乎分文未赚；（2）规模萎缩并招致巨额亏损；（3）销售额缩水至我们入主时的约5%。（谁说"不可能全部押注落空"？）只有将可用资金投入到更好得多的业务，我们才得以摆脱这一起点的拖累。（这就像是在弥补一段虚度的青春。）显而易见，多元化对我们大有裨益。
We expect to continue to diversify while also supporting the growth of current operations though, as we've pointed out, our returns from these efforts will surely be below our historical returns. But as long as prospective returns are above the rate required to produce a dollar of market value per dollar retained, we will continue to retain all earnings. Should our estimate of future returns fall below that point, we will distribute all unrestricted earnings that we believe can not be effectively used. In making that judgment, we will look at both our historical record and our prospects. Because our year-to-year results are inherently volatile, we believe a five-year rolling average to be appropriate for judging the historical record.
我们预计将继续推进多元化，同时支持现有业务的增长——尽管如我们已指出的，这些努力所带来的回报必然低于我们的历史水平。但只要预期回报高于每留存一美元创造一美元市场价值所要求的门槛，我们就将继续留存全部收益。一旦我们对未来回报的估计跌破这一门槛，我们就将分配所有我们认为无法得到有效运用的非受限收益。在作出这一判断时，我们将同时参考历史记录和未来前景。由于我们的逐年业绩本质上波动较大，我们认为以五年滚动平均值来评判历史记录是适当的。
Our present plan is to use our retained earnings to further build the capital of our insurance companies. Most of our competitors are in weakened financial condition and reluctant to expand substantially. Yet large premium-volume gains for the industry are imminent, amounting probably to well over $15 billion in 1985 versus less than $5 billion in 1983. These circumstances could produce major amounts of profitable business for us. Of course, this result is no sure thing, but prospects for it are far better than they have been for many years.
我们目前的计划是将留存收益用于进一步充实我们保险公司的资本。我们大多数竞争对手的财务状况已经大为削弱，并不愿意大幅扩张。然而，行业大规模保费增长已是近在眼前——1985年的保费可能将远超150亿美元，而1983年还不到50亿美元。这些情况可能为我们带来大量盈利业务。当然，这一结果并无定数，但其前景之好，已是多年未见。