To the Shareholders of Berkshire Hathaway Inc.:
You may remember the wildly upbeat message of last year’s report: nothing much was in the works but our experience had been that something big popped up occasionally. This carefully-crafted corporate strategy paid off in 1985. Later sections of this report discuss (a) our purchase of a major position in Capital Cities/ABC, (b) our acquisition of Scott & Fetzer, (c) our entry into a large, extended term participation in the insurance business of Fireman’s Fund, and (d) our sale of our stock in General Foods.
你也许还记得去年年报里那种近乎亢奋的口吻:当时手头并没有太多事情在推进,但根据我们的经验,偶尔总会冒出一件大事。这一套精心构建的公司战略在1985年得到了回报。本报告后面的部分将讨论:(a)我们买入了 Capital Cities/ABC 的一个重大持仓;(b)我们收购了 Scott & Fetzer;(c)我们开始以大额、长期方式参与 Fireman’s Fund 的保险业务;以及(d)我们出售了所持 General Foods 的股票。
Our gain in net worth during the year was $613.6 million, or 48.2%. It is fitting that the visit of Halley’s Comet coincided with this percentage gain: neither will be seen again in my lifetime. Our gain in per-share book value over the last twenty-one years (that is, since present management took over) has been from $19.46 to $1643.71, or 23.2% compounded annually, another percentage that will not be repeated.
我们当年的净资产增加了6.136亿美元,增幅为48.2%。哈雷彗星的到访恰好与这一增幅同期出现,倒也相称:在我有生之年,这两者都不会再见到了。过去二十一年里(也就是自现任管理层接手以来),我们的每股账面价值从19.46美元增长到1643.71美元,按年复合计算为23.2%,这同样是一个不会再重现的百分比。
Two factors make anything approaching this rate of gain unachievable in the future. One factor probably transitory—is a stock market that offers very little opportunity compared to the markets that prevailed throughout much of the 1964-1984 period. Today we cannot find significantly-undervalued equities to purchase for our insurance company portfolios. The current situation is 180 degrees removed from that existing about a decade ago, when the only question was which bargain to choose.
有两个因素使得未来几乎不可能再接近这样的增长速度。其中一个因素可能只是暂时的——那就是,与1964年至1984年大部分时期的市场相比,如今的股市几乎没有提供多少机会。今天,我们已经无法为保险公司的投资组合找到显著低估的股票。当前的情况与大约十年前相比,完全是180度的大转弯;那时唯一的问题只是该挑哪一个便宜货。
This change in the market also has negative implications for our present portfolio. In our 1974 annual report I could say: “We consider several of our major holdings to have great potential for significantly increased values in future years.” I can’t say that now. It’s true that our insurance companies currently hold major positions in companies with exceptional underlying economics and outstanding managements, just as they did in 1974. But current market prices generously appraise these attributes, whereas they were ignored in 1974. Today’s valuations mean that our insurance companies have no chance for future portfolio gains on the scale of those achieved in the past.
市场的这种变化,也对我们目前的投资组合带来了负面含义。在1974年的年报中,我还可以说:“我们认为,我们的若干主要持股在未来几年具有价值大幅提升的巨大潜力。”现在我不能这么说了。的确,我们的保险公司目前持有的一些大额仓位,其对应企业依然拥有卓越的内在经济特性和出色的管理层,就像1974年时一样。但当前的市场价格已经相当慷慨地反映了这些优点,而在1974年,这些优点却被市场忽视。今天的估值意味着,我们的保险公司未来已不可能再获得过去那样规模的投资组合收益。
The second negative factor, far more telling, is our size. Our equity capital is more than twenty times what it was only ten years ago. And an iron law of business is that growth eventually dampens exceptional economics. just look at the records of high-return companies once they have amassed even $1 billion of equity capital. None that I know of has managed subsequently, over a ten-year period, to keep on earning 20% or more on equity while reinvesting all or substantially all of its earnings. Instead, to sustain their high returns, such companies have needed to shed a lot of capital by way of either dividends or repurchases of stock. Their shareholders would have been far better off if all earnings could have been reinvested at the fat returns earned by these exceptional businesses. But the companies simply couldn’t turn up enough high-return opportunities to make that possible.
第二个负面因素,而且更具决定性,是我们的规模。我们的股东权益资本,已经是仅仅十年前的二十多倍。商业世界里有一条铁律:增长最终会削弱卓越的经济性。你只要看看那些高回报企业在股东权益资本积累到哪怕10亿美元之后的记录就知道了。据我所知,没有哪一家公司能够在此后的十年里,在将全部或绝大部分利润继续再投资的同时,仍持续赚取20%或以上的股本回报。相反,为了维持其高回报,这些公司往往必须通过分红或回购股票的方式,吐出大量资本。假如这些卓越企业所赚到的全部利润都能以同样丰厚的回报率继续再投资,它们的股东本来会过得好得多。但现实是,这些公司根本找不到足够多的高回报机会来做到这一点。
Their problem is our problem. Last year I told you that we needed profits of $3.9 billion over the ten years then coming up to earn 15% annually. The comparable figure for the ten years now ahead is $5.7 billion, a 48% increase that corresponds—as it must mathematically—to the growth in our capital base during 1985. (Here’s a little perspective: leaving aside oil companies, only about 15 U.S. businesses have managed to earn over $5.7 billion during the past ten years.)
他们的问题就是我们的问题。去年我告诉各位,如果要在随后到来的十年里实现每年15%的回报,我们需要赚到39亿美元的利润。而对于现在往后的十年,可比的数字是57亿美元,增加了48%;从数学上说,这一增幅必然对应于我们在1985年资本基础的增长。(给各位一个参考:除去石油公司不算,过去十年里,全美大约只有15家企业赚到了超过57亿美元的利润。)
Charlie Munger, my partner in managing Berkshire, and I are reasonably optimistic about Berkshire’s ability to earn returns superior to those earned by corporate America generally, and you will benefit from the company’s retention of all earnings as long as those returns are forthcoming. We have several things going for us: (1) we don’t have to worry about quarterly or annual figures but, instead, can focus on whatever actions will maximize long-term value; (2) we can expand the business into any areas that make sense—our scope is not circumscribed by history, structure, or concept; and (3) we love our work. All of these help. Even so, we will also need a full measure of good fortune to average our hoped-for 15%—far more good fortune than was required for our past 23.2%.
我的搭档、与我共同管理 Berkshire 的 Charlie Munger 和我,对 Berkshire 能够取得高于美国企业整体平均水平的回报,持有相当乐观的态度。只要这样的回报能够实现,公司保留全部利润就会让各位受益。我们有几项有利条件:(1)我们不必担心季度或年度数字,而可以专注于任何能最大化长期价值的行动;(2)我们可以把业务扩展到任何合理的领域——我们的范围不受历史、结构或观念的限制;(3)我们热爱自己的工作。所有这些都有帮助。即便如此,如果我们想平均实现所期望的15%回报,仍然需要十足的好运——比过去实现23.2%时所需要的好运还要多得多。
We need to mention one further item in the investment equation that could affect recent purchasers of our stock. Historically, Berkshire shares have sold modestly below intrinsic business value. With the price there, purchasers could be certain (as long as they did not experience a widening of this discount) that their personal investment experience would at least equal the financial experience of the business. But recently the discount has disappeared, and occasionally a modest premium has prevailed.
在投资方程中,我们还需要提到另一项可能影响近期买入本公司股票者的因素。历史上,Berkshire 的股价通常略低于其内在商业价值。在那样的价格下,买入者可以确信——只要这种折价没有进一步扩大——他们个人的投资结果至少会与企业本身的财务表现相当。但最近,这种折价已经消失,甚至有时还出现了小幅溢价。
The elimination of the discount means that Berkshire’s market value increased even faster than business value (which, itself, grew at a pleasing pace). That was good news for any owner holding while that move took place, but it is bad news for the new or prospective owner. If the financial experience of new owners of Berkshire is merely to match the future financial experience of the company, any premium of market value over intrinsic business value that they pay must be maintained.
折价的消失意味着,Berkshire 的市值增长得甚至比企业价值还要更快(而企业价值本身的增长速度已经相当令人满意)。对于在这一变化发生过程中一直持有股票的股东来说,这是好消息;但对于新的或潜在的股东来说,这却是坏消息。如果新进入 Berkshire 的股东,其投资结果仅仅是想与公司未来的财务表现持平,那么他们所支付的任何高于内在商业价值的市值溢价,都必须能够持续维持下去。
Management cannot determine market prices, although it can, by its disclosures and policies, encourage rational behavior by market participants. My own preference, as perhaps you’d guess, is for a market price that consistently approximates business value. Given that relationship, all owners prosper precisely as the business prospers during their period of ownership. Wild swings in market prices far above and below business value do not change the final gains for owners in aggregate; in the end, investor gains must equal business gains. But long periods of substantial undervaluation and/or overvaluation will cause the gains of the business to be inequitably distributed among various owners, with the investment result of any given owner largely depending upon how lucky, shrewd, or foolish he happens to be.
管理层无法决定市场价格,尽管它可以通过信息披露和政策来鼓励市场参与者采取理性行为。你们大概也猜得到,我个人更偏好那种持续接近企业价值的市场价格。在这种关系下,所有股东在其持有期间,都会准确地按照企业繁荣的程度而繁荣。市场价格大幅高于或低于企业价值的剧烈波动,并不会改变全体股东合计的最终收益;归根结底,投资者的收益必须等于企业的收益。但如果长期存在大幅低估和/或高估,就会使企业创造的收益在不同股东之间被不公平地分配,而任何一个股东的投资结果,在很大程度上就取决于他究竟有多幸运、多精明,或者有多愚蠢。
Over the long term there has been a more consistent relationship between Berkshire’s market value and business value than has existed for any other publicly-traded equity with which I am familiar. This is a tribute to you. Because you have been rational, interested, and investment-oriented, the market price for Berkshire stock has almost always been sensible. This unusual result has been achieved by a shareholder group with unusual demographics: virtually all of our shareholders are individuals, not institutions. No other public company our size can claim the same.
从长期来看,Berkshire 的市场价值与企业价值之间的关系,比我所熟悉的任何其他上市股票都更加稳定一致。这要归功于你们。正因为你们一直是理性、投入并且以投资者心态行事的人,Berkshire 股票的市场价格几乎始终是合理的。这样一种不同寻常的结果,是由一个人口结构同样不同寻常的股东群体实现的:我们的股东几乎全部是个人,而不是机构。与我们规模相当的其他上市公司,没有一家能作出同样的宣称。
You might think that institutions, with their large staffs of highly-paid and experienced investment professionals, would be a force for stability and reason in financial markets. They are not: stocks heavily owned and constantly monitored by institutions have often been among the most inappropriately valued.
你也许会认为,那些拥有大批高薪且经验丰富的投资专业人士的机构,本应成为金融市场中稳定与理性的力量。事实并非如此:那些被机构重仓持有并持续严密跟踪的股票,反而常常是被错误定价得最离谱的一类。
Ben Graham told a story 40 years ago that illustrates why investment professionals behave as they do: An oil prospector, moving to his heavenly reward, was met by St. Peter with bad news. “You’re qualified for residence”, said St. Peter, “but, as you can see, the compound reserved for oil men is packed. There’s no way to squeeze you in.” After thinking a moment, the prospector asked if he might say just four words to the present occupants. That seemed harmless to St. Peter, so the prospector cupped his hands and yelled, “Oil discovered in hell.” Immediately the gate to the compound opened and all of the oil men marched out to head for the nether regions. Impressed, St. Peter invited the prospector to move in and make himself comfortable. The prospector paused. “No,” he said, “I think I’ll go along with the rest of the boys. There might be some truth to that rumor after all.”
Ben Graham 在40年前讲过一个故事,很能说明为什么投资专业人士会那样行事:一位石油勘探者在前往天堂接受奖赏时,圣彼得带着坏消息迎接了他。“你有资格入住,”圣彼得说,“但是,正如你看到的,留给石油从业者的那片区域已经住满了,根本挤不下你了。”勘探者想了一会儿,然后问自己能不能只对里面现有的住户说四个字。圣彼得觉得这没什么害处,于是勘探者双手拢在嘴边,大喊道:“地狱发现石油了。”立刻,那片区域的大门打开了,所有石油从业者都鱼贯而出,直奔地狱而去。圣彼得很是佩服,便邀请这位勘探者住进去,安心享受。勘探者停了一下,说:“不了,我想还是跟那帮家伙一起去吧。那个传闻说不定还真有点道理。”
Sources of Reported Earnings
报告利润的来源
The table on the next page shows the major sources of Berkshire’s reported earnings. These numbers, along with far more detailed sub-segment numbers, are the ones that Charlie and I focus upon. We do not find consolidated figures an aid in either managing or evaluating Berkshire and, in fact, never prepare them for internal use.
下一页的表格列示了 Berkshire 报告利润的主要来源。这些数字,以及更为细致的各子分部数据,才是 Charlie 和我真正关注的内容。我们认为合并报表数字无论对管理 Berkshire 还是对评估 Berkshire 都没有帮助,事实上,我们从不为内部使用而编制这类数字。
Segment information is equally essential for investors wanting to know what is going on in a multi-line business. Corporate managers always have insisted upon such information before making acquisition decisions but, until a few years ago, seldom made it available to investors faced with acquisition and disposition decisions of their own. Instead, when owners wishing to understand the economic realities of their business asked for data, managers usually gave them a we-can’t-tell-you-what-is-going-on-because-it-would-hurt-the-company answer. Ultimately the SEC ordered disclosure of segment data and management began supplying real answers. The change in their behavior recalls an insight of Al Capone: “You can get much further with a kind word and a gun than you can with a kind word alone.”
对于那些想了解一家多元业务企业内部究竟发生了什么的投资者而言,分部信息同样至关重要。企业管理层在做收购决策之前,向来都坚持要看这类信息;但直到几年前,他们却很少把这些信息提供给那些同样面临买入与卖出决策的投资者。相反,当希望了解自己企业经济现实的所有者索取数据时,管理层通常给出的回答是:“我们不能告诉你公司内部发生了什么,因为那会伤害公司。”最终,SEC 强制要求披露分部数据,管理层才开始给出真正的答案。他们这种行为转变,让人想起 Al Capone 的一句洞见:“一句好话加上一把枪,能比单靠一句好话走得更远。”
In the table, amortization of Goodwill is not charged against the specific businesses but, for reasons outlined in the Appendix to my letter in the 1983 annual report, is aggregated as a separate item. (A compendium of the 1977-1984 letters is available upon request.) In the Business Segment Data and Management’s Discussion sections on pages 39-41 and 49-55, much additional information regarding our businesses is provided, including Goodwill and Goodwill Amortization figures for each of the segments. I urge you to read those sections as well as Charlie Munger’s letter to Wesco shareholders, which starts on page 56.
在这张表中,商誉摊销并没有分摊到各个具体业务中,而是基于我在1983年年报致股东信附录中所说明的原因,被单独汇总列示为一个项目。(1977-1984年股东信汇编可按要求提供。)在第39-41页和第49-55页的“业务分部数据”和“管理层讨论”部分,还提供了大量关于我们各项业务的补充信息,其中包括各分部的 Goodwill 和 Goodwill Amortization 数据。我建议你们阅读这些部分,同时也阅读 Charlie Munger 写给 Wesco 股东的信,那封信从第56页开始。

Our 1985 results include unusually large earnings from the sale of securities. This fact, in itself, does not mean that we had a particularly good year (though, of course, we did). Security profits in a given year bear similarities to a college graduation ceremony in which the knowledge gained over four years is recognized on a day when nothing further is learned. We may hold a stock for a decade or more, and during that period it may grow quite consistently in both business and market value. In the year in which we finally sell it there may be no increase in value, or there may even be a decrease. But all growth in value since purchase will be reflected in the accounting earnings of the year of sale. (If the stock owned is in our insurance subsidiaries, however, any gain or loss in market value will be reflected in net worth annually.) Thus, reported capital gains or losses in any given year are meaningless as a measure of how well we have done in the current year.
我们1985年的业绩中,包含了因出售证券而实现的异常巨额收益。但这一事实本身,并不意味着我们当年就一定过得特别好(当然,实际上我们的确过得很好)。某一年的证券盈利,很像大学毕业典礼:四年里积累的知识,在某一天被“确认”,而那一天本身其实并没有再学到任何新东西。我们可能会持有一只股票长达十年甚至更久,在这期间,它的企业价值和市场价值都可能相当持续地增长。但到我们最终卖出它的那一年,价值也许根本没有上升,甚至可能还下降了。然而,自买入以来的全部价值增长,都会反映在出售当年的会计收益中。(不过,如果所持股票是在我们的保险子公司名下,那么其市值的任何涨跌都会每年体现在净资产中。)因此,任何一年所报告的资本利得或损失,都不能用来衡量我们在该年度到底做得有多好。
A large portion of the realized gain in 1985 ($338 million pre-tax out of a total of $488 million) came about through the sale of our General Foods shares. We held most of these shares since 1980, when we had purchased them at a price far below what we felt was their per/share business value. Year by year, the managerial efforts of Jim Ferguson and Phil Smith substantially increased General Foods’ business value and, last fall, Philip Morris made an offer for the company that reflected the increase. We thus benefited from four factors: a bargain purchase price, a business with fine underlying economics, an able management concentrating on the interests of shareholders, and a buyer willing to pay full business value. While that last factor is the only one that produces reported earnings, we consider identification of the first three to be the key to building value for Berkshire shareholders. In selecting common stocks, we devote our attention to attractive purchases, not to the possibility of attractive sales.
1985年已实现收益中的很大一部分(税前4.88亿美元总额中的3.38亿美元),来自我们出售 General Foods 的股票。我们自1980年起持有其中大部分股份,当时我们的买入价格远低于我们认为它每股所对应的企业价值。年复一年,Jim Ferguson 和 Phil Smith 的管理努力大幅提升了 General Foods 的企业价值;而在去年秋天,Philip Morris 对这家公司提出了一个反映这种价值提升的收购报价。因此,我们受益于四个因素:一个便宜的买入价格、一门内在经济性优良的生意、一支专注于股东利益的能干管理层,以及一个愿意支付完整企业价值的买家。尽管最后一个因素才是唯一会产生“已报告收益”的因素,但我们认为,识别出前面三个因素,才是为 Berkshire 股东创造价值的关键。在选择普通股时,我们关注的是有吸引力的买入,而不是未来可能出现的有吸引力的卖出。
We have again reported substantial income from special distributions, this year from Washington Post and General Foods. (The General Foods transactions obviously took place well before the Philip Morris offer.) Distributions of this kind occur when we sell a portion of our shares in a company back to it simultaneously with its purchase of shares from other shareholders. The number of shares we sell is contractually set so as to leave our percentage ownership in the company precisely the same after the sale as before. Such a transaction is quite properly regarded by the IRS as substantially equivalent to a dividend since we, as a shareholder, receive cash while maintaining an unchanged ownership interest. This tax treatment benefits us because corporate taxpayers, unlike individual taxpayers, incur much lower taxes on dividend income than on income from long-term capital gains. (This difference will be widened further if the House-passed tax bill becomes law: under its provisions, capital gains realized by corporations will be taxed at the same rate as ordinary income.) However, accounting rules are unclear as to proper treatment for shareholder reporting. To conform with last year’s treatment, we have shown these transactions as capital gains.
我们今年再次报告了来自特殊分配(special distributions)的大额收入,这次来自 Washington Post 和 General Foods。(General Foods 的交易显然发生在 Philip Morris 提出收购报价之前很久。)这类分配发生在这样一种情形下:某家公司在向其他股东回购股份的同时,也向我们回购一部分股份。我们卖出的股份数量是通过合同预先设定的,以确保交易完成后,我们在该公司的持股比例与交易前完全相同。美国国税局(IRS)将这种交易视为“实质上等同于股息”是完全合理的,因为作为股东,我们在收到现金的同时,持股比例并未发生变化。这样的税务处理对我们有利,因为公司纳税人不同于个人纳税人,其股息收入所承担的税负远低于长期资本利得收入。(如果众议院通过的税改法案最终成为法律,这种差异还会进一步扩大:按其中规定,公司实现的资本利得将按与普通收入相同的税率征税。)不过,会计规则对于股东报告中应如何处理这类交易并不明确。为了与去年的处理方式保持一致,我们将这些交易列示为资本利得。
Though we have not sought out such transactions, we have agreed to them on several occasions when managements initiated the idea. In each case we have felt that non-selling shareholders (all of whom had an opportunity to sell at the same price we received) benefited because the companies made their repurchases at prices below intrinsic business value. The tax advantages we receive and our wish to cooperate with managements that are increasing values for all shareholders have sometimes led us to sell—but only to the extent that our proportional share of the business was undiminished.
尽管我们并未主动寻求这类交易,但在若干次由管理层主动提出的情况下,我们还是同意了。每一次,我们都认为那些没有出售股份的股东(他们所有人其实都有机会按与我们相同的价格出售)也从中受益了,因为公司进行回购时所支付的价格低于其内在企业价值。我们所获得的税务优势,以及我们希望与那些正在为全体股东提升价值的管理层合作的意愿,有时会促使我们出售——但前提始终是,我们在该企业中的比例权益丝毫没有被削弱。
At this point we usually turn to a discussion of some of our major business units. Before doing so, however, we should first look at a failure at one of our smaller businesses. Our Vice Chairman, Charlie Munger, has always emphasized the study of mistakes rather than successes, both in business and other aspects of life. He does so in the spirit of the man who said: “All I want to know is where I’m going to die so I’ll never go there.” You’ll immediately see why we make a good team: Charlie likes to study errors and I have generated ample material for him, particularly in our textile and insurance businesses.
通常到了这里,我们会转而讨论几个主要业务单元的情况。不过在此之前,我们应该先看看我们某个较小业务中的一次失败。我们的副董事长 Charlie Munger,无论在商业还是在生活的其他方面,一直都强调研究错误,而不是研究成功。他的精神和那位说过这句话的人是一致的:“我只想知道自己会死在哪里,这样我就永远不去那里。”你们马上就会明白,为什么我们是个好搭档:Charlie 喜欢研究错误,而我为他提供了大量素材,尤其是在我们的纺织和保险业务上。
Shutdown of Textile Business
关闭纺织业务
In July we decided to close our textile operation, and by yearend this unpleasant job was largely completed. The history of this business is instructive.
7月,我们决定关闭纺织业务;到年底,这项令人不快的工作已基本完成。这门业务的历史颇具启发意义。
When Buffett Partnership, Ltd., an investment partnership of which I was general partner, bought control of Berkshire Hathaway 21 years ago, it had an accounting net worth of $22 million, all devoted to the textile business. The company’s intrinsic business value, however, was considerably less because the textile assets were unable to earn returns commensurate with their accounting value. Indeed, during the previous nine years (the period in which Berkshire and Hathaway operated as a merged company) aggregate sales of $530 million had produced an aggregate loss of $10 million. Profits had been reported from time to time but the net effect was always one step forward, two steps back.
21年前,当由我担任普通合伙人的投资合伙企业 Buffett Partnership, Ltd. 买下 Berkshire Hathaway 的控制权时,这家公司账面净资产为2,200万美元,全部投入在纺织业务上。然而,这家公司的内在商业价值要低得多,因为这些纺织资产根本无法赚到与其账面价值相匹配的回报。事实上,在此前九年里(也就是 Berkshire 与 Hathaway 合并经营的那段时期),累计5.3亿美元的销售额反而带来了累计1,000万美元的亏损。期间虽不时有过盈利报告,但总体效果始终是进一步、退两步。
At the time we made our purchase, southern textile plants—largely non-union—were believed to have an important competitive advantage. Most northern textile operations had closed and many people thought we would liquidate our business as well.
在我们买下这家公司时,南方的纺织厂——大多没有工会——被认为拥有重要的竞争优势。北方的大多数纺织业务都已经关闭,很多人也认为我们会把这门业务清算掉。
We felt, however, that the business would be run much better by a long-time employee whom. we immediately selected to be president, Ken Chace. In this respect we were 100% correct: Ken and his recent successor, Garry Morrison, have been excellent managers, every bit the equal of managers at our more profitable businesses.
不过,我们认为,这门业务如果交给一位长期任职的员工来管理,会运转得好得多;我们立即任命了他担任总裁,他就是 Ken Chace。在这一点上,我们的判断百分之百正确:Ken,以及他近来的继任者 Garry Morrison,都是非常出色的管理者,完全不逊于我们那些更赚钱业务的管理者。
In early 1967 cash generated by the textile operation was used to fund our entry into insurance via the purchase of National Indemnity Company. Some of the money came from earnings and some from reduced investment in textile inventories, receivables, and fixed assets. This pullback proved wise: although much improved by Ken’s management, the textile business never became a good earner, not even in cyclical upturns.
1967年初,纺织业务所产生的现金被用来支持我们通过收购 National Indemnity Company 进入保险业。其中一部分资金来自盈利,另一部分则来自减少对纺织业务存货、应收账款和固定资产的投入。事实证明,这种收缩是明智的:尽管 Ken 的管理使业务有了很大改善,但纺织业务始终没能成为一门赚钱的好生意,即使在周期上行阶段也是如此。
Further diversification for Berkshire followed, and gradually the textile operation’s depressing effect on our overall return diminished as the business became a progressively smaller portion of the corporation. We remained in the business for reasons that I stated in the 1978 annual report (and summarized at other times also): “(1) our textile businesses are very important employers in their communities, (2) management has been straightforward in reporting on problems and energetic in attacking them, (3) labor has been cooperative and understanding in facing our common problems, and (4) the business should average modest cash returns relative to investment.” I further said, “As long as these conditions prevail—and we expect that they will—we intend to continue to support our textile business despite more attractive alternative uses for capital.”
此后,Berkshire 继续推进多元化,而随着纺织业务在公司整体中所占比重越来越小,它对我们总体回报的拖累也逐渐减弱。我们之所以继续留在这门业务里,是基于我在1978年年报中所说的那些理由(我在其他场合也做过概括):“(1)我们的纺织业务是所在社区非常重要的雇主;(2)管理层在报告问题时一直坦率直接,在解决问题时也始终积极有力;(3)劳工在面对我们共同的问题时一直合作且理解;(4)相对于投入资本,这门业务平均应能带来适度的现金回报。”我还进一步说过:“只要这些条件继续存在——而我们预计它们会继续存在——尽管资本还有更具吸引力的其他用途,我们仍打算继续支持我们的纺织业务。”
It turned out that I was very wrong about (4). Though 1979 was moderately profitable, the business thereafter consumed major amounts of cash. By mid-1985 it became clear, even to me, that this condition was almost sure to continue. Could we have found a buyer who would continue operations, I would have certainly preferred to sell the business rather than liquidate it, even if that meant somewhat lower proceeds for us. But the economics that were finally obvious to me were also obvious to others, and interest was nil.
事实证明,我对第(4)点的判断大错特错。尽管1979年还有中等程度的盈利,但此后这门业务却持续消耗了大量现金。到1985年年中,就连我也清楚地看到,这种情况几乎肯定还会继续下去。如果我们能找到一个愿意继续经营这门业务的买家,我当然更愿意出售,而不是清算它,即使那意味着我们拿到的价款会稍微少一些。但那些最终对我变得显而易见的经济现实,对别人同样也显而易见,因此根本没有人感兴趣。
I won’t close down businesses of sub-normal profitability merely to add a fraction of a point to our corporate rate of return. However, I also feel it inappropriate for even an exceptionally profitable company to fund an operation once it appears to have unending losses in prospect. Adam Smith would disagree with my first proposition, and Karl Marx would disagree with my second; the middle ground is the only position that leaves me comfortable.
我不会仅仅为了把公司整体回报率提高零点几个百分点,就关闭那些盈利能力低于正常水平的业务。然而,我同样认为,即便是一家盈利极其出色的公司,一旦某项业务看起来前景中只有无穷无尽的亏损,再继续为其提供资金也是不合适的。Adam Smith 会不同意我的第一个命题,而 Karl Marx 会不同意我的第二个命题;只有站在这两者之间的中间地带,才让我感到自在。
I should reemphasize that Ken and Garry have been resourceful, energetic and imaginative in attempting to make our textile operation a success. Trying to achieve sustainable profitability, they reworked product lines, machinery configurations and distribution arrangements. We also made a major acquisition, Waumbec Mills, with the expectation of important synergy (a term widely used in business to explain an acquisition that otherwise makes no sense). But in the end nothing worked and I should be faulted for not quitting sooner. A recent Business Week article stated that 250 textile mills have closed since 1980. Their owners were not privy to any information that was unknown to me; they simply processed it more objectively. I ignored Comte’s advice—“the intellect should be the servant of the heart, but not its slave”—and believed what I preferred to believe.
我需要再次强调,Ken 和 Garry 为了让我们的纺织业务走向成功,已经表现得足够足智多谋、精力充沛且富有想象力。为了实现可持续盈利,他们重新调整了产品线、机器配置和分销安排。我们还进行了一项重大的收购——Waumbec Mills,期望获得重要的协同效应(synergy,这个词在商业中常被用来解释那些若不用它就根本讲不通的收购)。但最终一切都没有奏效,而我应该为自己没有更早退出而受到责备。最近一篇 Business Week 的文章指出,自1980年以来已有250家纺织厂关闭。这些业主并没有掌握任何我所不知道的信息;他们只是更客观地处理了这些信息而已。我忽视了 Comte 的忠告——“理智应当是心灵的仆人,而不是它的奴隶”——相信了那些我更愿意相信的东西。
The domestic textile industry operates in a commodity business, competing in a world market in which substantial excess capacity exists. Much of the trouble we experienced was attributable, both directly and indirectly, to competition from foreign countries whose workers are paid a small fraction of the U.S. minimum wage. But that in no way means that our labor force deserves any blame for our closing. In fact, in comparison with employees of American industry generally, our workers were poorly paid, as has been the case throughout the textile business. In contract negotiations, union leaders and members were sensitive to our disadvantageous cost position and did not push for unrealistic wage increases or unproductive work practices. To the contrary, they tried just as hard as we did to keep us competitive. Even during our liquidation period they performed superbly. (Ironically, we would have been better off financially if our union had behaved unreasonably some years ago; we then would have recognized the impossible future that we faced, promptly closed down, and avoided significant future losses.)
美国国内纺织业所处的是一种商品化生意(commodity business),它在一个存在大量过剩产能的全球市场中竞争。我们所经历的许多麻烦,不论直接还是间接,都要归因于来自外国的竞争——那些国家的工人工资只相当于美国最低工资的一小部分。但这绝不意味着我们的员工该为公司的关闭承担任何责任。事实上,与美国工业界整体的员工相比,我们的工人薪酬偏低,而这也一直是整个纺织行业的常态。在合同谈判中,工会领导人与成员充分理解我们在成本上的不利处境,并没有推动不现实的加薪要求或低效率的工作规则。恰恰相反,他们和我们一样努力地想让公司保持竞争力。即便在清算期间,他们的表现也极为出色。(具有讽刺意味的是,如果几年前我们的工会表现得更不讲道理一些,我们在财务上反而会过得更好;那样我们就会更早意识到自己所面对的是一个不可能的未来,及时关厂,并避免后来那些重大的亏损。)
Over the years, we had the option of making large capital expenditures in the textile operation that would have allowed us to somewhat reduce variable costs. Each proposal to do so looked like an immediate winner. Measured by standard return-on-investment tests, in fact, these proposals usually promised greater economic benefits than would have resulted from comparable expenditures in our highly-profitable candy and newspaper businesses.
多年来,我们本可以在纺织业务上进行大规模资本支出,从而在一定程度上降低可变成本。每一项此类提案看起来都是立竿见影的赢家。事实上,以标准的投资回报测试来衡量,这些提案所承诺的经济效益,通常还高于将同等资金投入我们盈利丰厚的糖果和报纸业务所能带来的回报。
But the promised benefits from these textile investments were illusory. Many of our competitors, both domestic and foreign, were stepping up to the same kind of expenditures and, once enough companies did so, their reduced costs became the baseline for reduced prices industrywide. Viewed individually, each company's capital investment decision appeared cost-effective and rational; viewed collectively, the decisions neutralized each other and were irrational (just as happens when each person watching a parade decides he can see a little better if he stands on tiptoes). After each round of investment, all the players had more money in the game and returns remained anemic.
但这些纺织业投资所承诺的收益不过是幻象。我们的许多竞争对手——无论国内还是国外——都在跟进同类支出,一旦足够多的企业这样做,它们降低的成本便成为全行业压低价格的新基准。单独来看,每家公司的资本投资决策似乎都合乎成本效益、合乎逻辑;但整体来看,这些决策彼此抵消,结果反而是非理性的(就像游行队伍旁的每个观众都觉得踮起脚尖能看得更清楚一样)。每经历一轮投资,所有参与者押注的资金都更多了,而回报依然惨淡。
Thus, we faced a miserable choice: huge capital investment would have helped to keep our textile business alive, but would have left us with terrible returns on ever-growing amounts of capital. After the investment, moreover, the foreign competition would still have retained a major, continuing advantage in labor costs. A refusal to invest, however, would make us increasingly non-competitive, even measured against domestic textile manufacturers. I always thought myself in the position described by Woody Allen in one of his movies: "More than any other time in history, mankind faces a crossroads. One path leads to despair and utter hopelessness, the other to total extinction. Let us pray we have the wisdom to choose correctly."
于是,我们面临着一个两难的痛苦抉择:大规模资本投入或许能勉强维系纺织业务的存活,却只会让我们在持续膨胀的资本上获得糟糕的回报。而且,即便投入之后,外国竞争对手在劳动力成本上的巨大优势依然长期存在。然而,若拒绝投资,我们将愈发失去竞争力,即便与国内纺织商相比亦然。我总觉得自己像是身处 Woody Allen 某部电影中描述的处境:"在历史上任何其他时期,人类都未曾像今天这样面临一个十字路口。一条路通向绝望与彻底的无望,另一条路通向彻底的毁灭。让我们祈祷自己有足够的智慧做出正确的选择。"
For an understanding of how the to-invest-or-not-to-invest dilemma plays out in a commodity business, it is instructive to look at Burlington Industries, by far the largest U.S. textile company both 21 years ago and now. In 1964 Burlington had sales of $1.2 billion against our $50 million. It had strengths in both distribution and production that we could never hope to match and also, of course, had an earnings record far superior to ours. Its stock sold at 60 at the end of 1964; ours was 13.
要理解"投还是不投"的两难困境在大宗商品行业中如何演绎,Burlington Industries 是一个极具启发性的案例——它在21年前是美国最大的纺织企业,如今依然如此。1964年,Burlington 的销售额高达12亿美元,而我们仅有5000万美元。它在销售渠道和生产能力上的优势,都是我们望尘莫及的,其盈利记录自然也远胜于我们。1964年底,它的股价为60美元,而我们的股价只有13美元。
Burlington made a decision to stick to the textile business, and in 1985 had sales of about $2.8 billion. During the 1964-85 period, the company made capital expenditures of about $3 billion, far more than any other U.S. textile company and more than $200-per-share on that $60 stock. A very large part of the expenditures, I am sure, was devoted to cost improvement and expansion. Given Burlington's basic commitment to stay in textiles, I would also surmise that the company's capital decisions were quite rational.
Burlington 决定坚守纺织业,到1985年销售额约达28亿美元。在1964至1985年间,该公司的资本支出约为30亿美元,远超美国其他任何纺织企业,折合到那只60美元的股票上,每股超过200美元。我相信,这些支出中有很大一部分用于降低成本和扩大产能。鉴于 Burlington 坚持留在纺织业的基本承诺,我也推断该公司的资本决策在当时是相当理性的。
Nevertheless, Burlington has lost sales volume in real dollars and has far lower returns on sales and equity now than 20 years ago. Split 2-for-1 in 1965, the stock now sells at 34—on an adjusted basis, just a little over its $60 price in 1964. Meanwhile, the CPI has more than tripled. Therefore, each share commands about one-third the purchasing power it did at the end of 1964. Regular dividends have been paid but they, too, have shrunk significantly in purchasing power.
然而,Burlington 的实际销售额已经萎缩,如今的销售回报率和股本回报率也远低于20年前的水平。1965年经过一拆二的股票分割后,其股价目前为34美元——经调整后,仅略高于1964年的60美元原始价格。与此同时,CPI已上涨逾两倍。因此,每股所代表的购买力,仅约为1964年底的三分之一。公司虽持续派发股息,但这些股息的实际购买力也已大幅缩水。
This devastating outcome for the shareholders indicates what can happen when much brain power and energy are applied to a faulty premise. The situation is suggestive of Samuel Johnson's horse: "A horse that can count to ten is a remarkable horse—not a remarkable mathematician." Likewise, a textile company that allocates capital brilliantly within its industry is a remarkable textile company—but not a remarkable business.
这一对股东而言堪称毁灭性的结果,揭示了当大量智慧与精力被施加于一个错误前提之上时,会导致怎样的后果。这让我想起 Samuel Johnson 关于马的比喻:"一匹能数到十的马,是一匹了不起的马——但不是一位了不起的数学家。"同理,一家在行业内资本配置极为出色的纺织企业,是一家了不起的纺织公司——但不是一门了不起的生意。
My conclusion from my own experiences and from much observation of other businesses is that a good managerial record (measured by economic returns) is far more a function of what business boat you get into than it is of how effectively you row (though intelligence and effort help considerably, of course, in any business, good or bad). Some years ago I wrote: "When a management with a reputation for brilliance tackles a business with a reputation for poor fundamental economics, it is the reputation of the business that remains intact." Nothing has since changed my point of view on that matter. Should you find yourself in a chronically-leaking boat, energy devoted to changing vessels is likely to be more productive than energy devoted to patching leaks.
我从自身经历以及对众多企业的长期观察中得出结论:一位管理者的经营业绩(以经济回报衡量),在更大程度上取决于你选择进入哪条船,而非你划桨的技术有多高超(当然,在任何生意中,无论好坏,智慧与努力都大有裨益)。多年前我曾写道:"当一支以才华著称的管理团队,遭遇一门以糟糕基本经济特征著称的生意,最终得以保全声誉的,往往是那门生意。"此后,没有任何事情改变过我对此的看法。如果你发现自己置身于一艘长期漏水的船,那么把精力用于换船,很可能比用于补漏更有成效。
* * *
There is an investment postscript in our textile saga. Some investors weight book value heavily in their stock-buying decisions (as I, in my early years, did myself). And some economists and academicians believe replacement values are of considerable importance in calculating an appropriate price level for the stock market as a whole. Those of both persuasions would have received an education at the auction we held in early 1986 to dispose of our textile machinery.
在我们的纺织业故事中,还有一段投资后记。一些投资者在选股时非常看重账面价值(正如我早年亦曾如此)。还有一些经济学家和学者认为,重置价值对于计算整体股市的合理价格水平至关重要。而这两类人,都会在我们1986年初为处置纺织机械所举行的拍卖会上,得到一堂难忘的实地教育。
The equipment sold (including some disposed of in the few months prior to the auction) took up about 750,000 square feet of factory space in New Bedford and was eminently usable. It originally cost us about $13 million, including $2 million spent in 1980-84, and had a current book value of $866,000 (after accelerated depreciation). Though no sane management would have made the investment, the equipment could have been replaced new for perhaps $30-$50 million.
此次出售的设备(包括拍卖前数月已处置的部分)占据了 New Bedford 工厂约75万平方英尺的空间,且完全可以正常使用。这批设备最初耗资约1300万美元,其中200万美元花费于1980至1984年间,经加速折旧后,当前账面价值为86.6万美元。尽管任何头脑清醒的管理层都不会再做此类投资,但若要全新替置这批设备,或许需要花费3000万至5000万美元。
Gross proceeds from our sale of this equipment came to $163,122. Allowing for necessary pre- and post-sale costs, our net was less than zero. Relatively modern looms that we bought for $5,000 apiece in 1981 found no takers at $50. We finally sold them for scrap at $26 each, a sum less than removal costs.
然而,我们出售这批设备的总收入仅为163,122美元。扣除必要的售前与售后费用后,净收益不足为零。那些我们1981年以每台5,000美元购入、尚属相对现代化的织机,以50美元的价格竟无人问津。最终,我们以每台26美元的废铁价将其卖出,而这个数字甚至不够支付拆除搬运的费用。
Ponder this: the economic goodwill attributable to two paper routes in Buffalo—or a single See's candy store—considerably exceeds the proceeds we received from this massive collection of tangible assets that not too many years ago, under different competitive conditions, was able to employ over 1,000 people.
请细细思量这一事实:Buffalo 两条送报线路所蕴含的经济商誉,或仅仅一家 See's 糖果门店所具备的经济商誉,都远远超过我们从这批庞大有形资产中所获得的全部收益——而这批资产在不久之前,在不同的竞争环境下,曾足以养活逾千名工人。
Three Very Good Businesses (and a Few Thoughts About Incentive Compensation)
三门极好的生意(以及关于激励薪酬的若干思考)
When I was 12, I lived with my grandfather for about four months. A grocer by trade, he was also working on a book and each night he dictated a few pages to me. The title—brace yourself—was "How to Run a Grocery Store and a Few Things I Have Learned About Fishing". My grandfather was sure that interest in these two subjects was universal and that the world awaited his views. You may conclude from this section's title and contents that I was overexposed to Grandpa's literary style (and personality).
我12岁时,曾与祖父同住约四个月。他以经营杂货为业,同时也在写一本书,每晚都会向我口述几页。这本书的书名——请做好心理准备——叫做《如何经营一家杂货店,以及我从钓鱼中学到的一些事》。祖父深信,这两个主题具有普世的吸引力,世界正在等待他的高见。从本节的标题和内容,你或许可以推断出:我受祖父的文学风格(和个性)熏陶,实在是过深了。
I am merging the discussion of Nebraska Furniture Mart, See's Candy Shops, and Buffalo Evening News here because the economic strengths, weaknesses, and prospects of these businesses have changed little since I reported to you a year ago. The shortness of this discussion, however, is in no way meant to minimize the importance of these businesses to us: in 1985 they earned an aggregate of $72 million pre-tax. Fifteen years ago, before we had acquired any of them, their aggregate earnings were about $8 million pre-tax.
我将 Nebraska Furniture Mart、See's Candy Shops 和 Buffalo Evening News 的讨论合并在此,原因在于自我去年向您汇报以来,这三门生意在经济层面的优势、劣势与前景几乎未有变化。但篇幅简短绝非意味着这些业务对我们不重要:1985年,它们合计税前盈利达7200万美元。而在十五年前,我们尚未收购其中任何一家时,它们合计税前盈利约为800万美元。
While an increase in earnings from $8 million to $72 million sounds terrific—and usually is—you should not automatically assume that to be the case. You must first make sure that earnings were not severely depressed in the base year. If they were instead substantial in relation to capital employed, an even more important point must be examined: how much additional capital was required to produce the additional earnings?
盈利从800万美元增长至7200万美元,听起来固然令人振奋——通常也确实如此——但你不应想当然地就此下结论。首先必须确认:基准年的盈利并非处于严重低迷的状态。若基准年盈利相对于所用资本已属可观,则还有一个更为关键的问题需要审视:产生这些新增盈利,需要追加多少资本?
In both respects, our group of three scores well. First, earnings 15 years ago were excellent compared to capital then employed in the businesses. Second, although annual earnings are now $64 million greater, the businesses require only about $40 million more in invested capital to operate than was the case then.
在这两方面,我们这三门生意的表现都相当出色。其一,十五年前的盈利相对于当时所用资本而言已属优秀。其二,尽管年盈利如今增加了6400万美元,这三门生意所需的投入资本却仅比当年多出约4000万美元。
The dramatic growth in earning power of these three businesses, accompanied by their need for only minor amounts of capital, illustrates very well the power of economic goodwill during an inflationary period (a phenomenon explained in detail in the 1983 annual report). The financial characteristics of these businesses have allowed us to use a very large portion of the earnings they generate elsewhere. Corporate America, however, has had a different experience: in order to increase earnings significantly, most companies have needed to increase capital significantly also. The average American business has required about $5 of additional capital to generate an additional $1 of annual pre-tax earnings. That business, therefore, would have required over $300 million in additional capital from its owners in order to achieve an earnings performance equal to our group of three.
这三门生意盈利能力的大幅增长,伴随着对资本追加需求极为有限,深刻诠释了通货膨胀时期经济商誉的力量(这一现象已在1983年年报中有详细阐述)。这些业务的财务特性,使我们得以将它们所产生的大部分盈利调配至其他用途。然而,美国企业界的普遍经历却大相径庭:为了实现盈利的显著增长,大多数公司同样需要大幅增加资本投入。一般美国企业每多产生1美元的年税前盈利,约需追加5美元的资本。因此,若要达到与我们这三门生意相当的盈利表现,那样一家企业将需要向其所有者追加逾3亿美元的资本。
When returns on capital are ordinary, an earn-more-by-putting-up-more record is no great managerial achievement. You can get the same result personally while operating from your rocking chair. just quadruple the capital you commit to a savings account and you will quadruple your earnings. You would hardly expect hosannas for that particular accomplishment. Yet, retirement announcements regularly sing the praises of CEOs who have, say, quadrupled earnings of their widget company during their reign—with no one examining whether this gain was attributable simply to many years of retained earnings and the workings of compound interest.
当资本回报率不过平平时,"多投入、多产出"的记录并不算什么了不起的管理成就。你坐在摇椅上也能取得同样的结果——只需将你存入储蓄账户的资本翻四倍,你的收益便会翻四倍。没有人会因此对你颂扬备至。然而,退休公告却屡屡对那些在任期间将公司盈利翻了四倍的CEO大加赞美——却从不追问,这一增长究竟是否仅仅源于多年的留存收益与复利的自然运作。
If the widget company consistently earned a superior return on capital throughout the period, or if capital employed only doubled during the CEO's reign, the praise for him may be well deserved. But if return on capital was lackluster and capital employed increased in pace with earnings, applause should be withheld. A savings account in which interest was reinvested would achieve the same year-by-year increase in earnings—and, at only 8% interest, would quadruple its annual earnings in 18 years.
若那家公司在整个任期内始终保持着优异的资本回报率,或者在CEO任期内所用资本仅翻了一倍,那么对他的赞誉或许确实实至名归。但若资本回报率平庸,而所用资本的增速又与盈利增速相当,那么掌声便应当收起。一个将利息不断再投入的储蓄账户,同样能实现年复一年的盈利增长——而且,仅以8%的利率计算,其年盈利在18年内便可翻四倍。
The power of this simple math is often ignored by companies to the detriment of their shareholders. Many corporate compensation plans reward managers handsomely for earnings increases produced solely, or in large part, by retained earnings—i.e., earnings withheld from owners. For example, ten-year, fixed-price stock options are granted routinely, often by companies whose dividends are only a small percentage of earnings.
这一简单数学的力量,常常被企业所忽视,而最终受损的是股东。许多企业的薪酬计划,对那些盈利增长完全或主要来自留存收益——即扣押未付给所有者的利润——的管理者给予丰厚奖励。例如,十年期固定价格的股票期权被例行授予,而发放这类期权的公司,往往其股息仅占盈利的极小部分。
An example will illustrate the inequities possible under such circumstances. Let's suppose that you had a $100,000 savings account earning 8% interest and "managed" by a trustee who could decide each year what portion of the interest you were to be paid in cash. Interest not paid out would be "retained earnings" added to the savings account to compound. And let's suppose that your trustee, in his superior wisdom, set the "pay-out ratio" at one-quarter of the annual earnings.
一个例子可以说明此类情形下可能产生的不公平现象。假设你有一个10万美元的储蓄账户,年利率为8%,由一位受托人"管理",他每年可以决定将多少利息以现金形式支付给你。未支付的利息作为"留存收益"计入账户,继续复利增长。再假设这位受托人以其高超的智慧,将"派息比例"设定为年收益的四分之一。
Under these assumptions, your account would be worth $179,084 at the end of ten years. Additionally, your annual earnings would have increased about 70% from $8,000 to $13,515 under this inspired management. And, finally, your "dividends" would have increased commensurately, rising regularly from $2,000 in the first year to $3,378 in the tenth year. Each year, when your manager's public relations firm prepared his annual report to you, all of the charts would have had lines marching skyward.
在上述假设下,十年后你的账户价值将达179,084美元。此外,在这位高瞻远瞩的管理者治下,你的年收益将从8,000美元增长至13,515美元,增幅约为70%。最后,你的"股息"也将同步增加,从第一年的2,000美元稳步上升至第十年的3,378美元。每一年,当你的管理者的公关公司为你准备年度报告时,所有图表上的曲线都将一路扶摇直上。
用储蓄账户解释商业模式的优劣,后面的股东信中还有提及。
Now, just for fun, let's push our scenario one notch further and give your trustee-manager a ten-year fixed-price option on part of your "business" (i.e., your savings account) based on its fair value in the first year. With such an option, your manager would reap a substantial profit at your expense—just from having held on to most of your earnings. If he were both Machiavellian and a bit of a mathematician, your manager might also have cut the pay-out ratio once he was firmly entrenched.
现在,不妨再往前推一步,给你的受托管理人按第一年的公允价值,授予一份针对你"生意"(即储蓄账户)部分权益的十年期固定价格期权。有了这样的期权,你的管理人只需将你的大部分收益扣留在账户中,便可从你的口袋里攫取一笔可观的利润。若他既工于心计,又略懂数学,一旦地位稳固,或许还会进一步压低派息比例。
This scenario is not as farfetched as you might think. Many stock options in the corporate world have worked in exactly that fashion: they have gained in value simply because management retained earnings, not because it did well with the capital in its hands.
这一情形并不像你想象的那样牵强。企业界许多股票期权的运作方式恰恰如此:它们增值,仅仅是因为管理层留存了收益,而非因为他们出色地运用了手中的资本。
Managers actually apply a double standard to options. Leaving aside warrants (which deliver the issuing corporation immediate and substantial compensation), I believe it is fair to say that nowhere in the business world are ten-year fixed-price options on all or a portion of a business granted to outsiders. Ten months, in fact, would be regarded as extreme. It would be particularly unthinkable for managers to grant a long-term option on a business that was regularly adding to its capital. Any outsider wanting to secure such an option would be required to pay fully for capital added during the option period.
管理者在对待期权问题上,实际上奉行着双重标准。撇开认股权证不谈(认股权证会为发行公司带来即时且可观的补偿),我认为可以公允地说,在商业世界中,没有任何地方会向外部人士授予针对全部或部分业务的十年期固定价格期权。事实上,十个月已会被视为离谱之举。而对于一家持续追加资本的企业,向外部人士授予长期期权更是难以想象之事。任何希望获得此类期权的外部人士,都必须为期权存续期间所追加的资本足额付费。
The unwillingness of managers to do-unto-outsiders, however, is not matched by an unwillingness to do-unto-themselves. (Negotiating with one's self seldom produces a barroom brawl.) Managers regularly engineer ten-year, fixed-price options for themselves and associates that, first, totally ignore the fact that retained earnings automatically build value and, second, ignore the carrying cost of capital. As a result, these managers end up profiting much as they would have had they had an option on that savings account that was automatically building up in value.
然而,管理者不愿将此类待遇给予外部人士,却丝毫不妨碍他们将其慷慨地给予自己。(与自己谈判,鲜少会演变成一场激烈争吵。)管理者们惯常为自己及相关人员设计十年期固定价格期权,这类期权,其一,完全无视留存收益会自动积累价值这一事实;其二,忽视资本的占用成本。结果,这些管理者从中获益,一如他们持有那个自动增值的储蓄账户期权一般。
Of course, stock options often go to talented, value-adding managers and sometimes deliver them rewards that are perfectly appropriate. (Indeed, managers who are really exceptional almost always get far less than they should.) But when the result is equitable, it is accidental. Once granted, the option is blind to individual performance. Because it is irrevocable and unconditional (so long as a manager stays in the company), the sluggard receives rewards from his options precisely as does the star. A managerial Rip Van Winkle, ready to doze for ten years, could not wish for a better "incentive" system.
当然,股票期权往往也会授予那些才华横溢、能为公司创造价值的管理者,有时所给予的回报也确实恰如其分。(事实上,真正卓越的管理者,几乎总是所得远低于其应得。)但当结果公平合理时,那不过是一种偶然。期权一经授予,便对个人表现视而不见。由于它不可撤销、无附加条件(只要管理者留在公司),懈怠者从期权中所获的回报,与明星管理者分毫不差。一位准备昏睡十年的管理界 Rip Van Winkle,再也找不到比这更称心如意的"激励"机制了。
(I can't resist commenting on one long-term option given an "outsider": that granted the U.S. Government on Chrysler shares as partial consideration for the government's guarantee of some lifesaving loans. When these options worked out well for the government, Chrysler sought to modify the payoff, arguing that the rewards to the government were both far greater than intended and outsize in relation to its contribution to Chrysler's recovery. The company's anguish over what it saw as an imbalance between payoff and performance made national news. That anguish may well be unique: to my knowledge, no managers—anywhere—have been similarly offended by unwarranted payoffs arising from options granted to themselves or their colleagues.)
(我忍不住要对一个授予"外部人士"的长期期权发表几句评论:那是美国政府就 Chrysler 股票所获得的期权,作为政府为几笔救命贷款提供担保的部分对价。当这些期权为政府带来丰厚回报时,Chrysler 试图修改兑付条款,声称政府所获回报远超当初预期,与其对公司复苏的贡献相比也严重失衡。该公司对这种"回报与贡献不相称"的愤慨之情,一度成为全国性新闻。这种愤慨或许是独一无二的:据我所知,从未有任何管理者——无论身处何处——会对源自授予自身或同僚的期权所产生的不当暴利,表现出类似的义愤填膺。)
Ironically, the rhetoric about options frequently describes them as desirable because they put managers and owners in the same financial boat. In reality, the boats are far different. No owner has ever escaped the burden of capital costs, whereas a holder of a fixed-price option bears no capital costs at all. An owner must weigh upside potential against downside risk; an option holder has no downside. In fact, the business project in which you would wish to have an option frequently is a project in which you would reject ownership. (I'll be happy to accept a lottery ticket as a gift—but I'll never buy one.)
颇具讽刺意味的是,关于期权的种种论调,常常将其描绘为可取之物,理由是它能让管理者与所有者同舟共济、利益与共。然而现实是,两条船相差悬殊。没有任何所有者能够摆脱资本成本的重负,而固定价格期权的持有者却完全无需承担资本成本。所有者必须在上行潜力与下行风险之间审慎权衡;期权持有者则毫无下行风险可言。事实上,你希望持有期权的那类商业项目,往往恰恰是你会拒绝直接持股的项目。(我乐于接受别人赠送的彩票——但我绝不会自掏腰包去买一张。)
In dividend policy also, the option holders' interests are best served by a policy that may ill serve the owner. Think back to the savings account example. The trustee, holding his option, would benefit from a no-dividend policy. Conversely, the owner of the account should lean to a total payout so that he can prevent the option-holding manager from sharing in the account's retained earnings.
在股息政策上,对期权持有者最为有利的政策,往往恰恰有损于所有者的利益。回想一下储蓄账户的例子:持有期权的受托人,将从不派息政策中获益;而账户所有者则应倾向于全额分配,以防止持有期权的管理者分享账户的留存收益。
Despite their shortcomings, options can be appropriate under some circumstances. My criticism relates to their indiscriminate use and, in that connection, I would like to emphasize three points:
尽管存在上述种种缺陷,期权在某些情形下仍可能是恰当的工具。我的批评针对的是其滥用,就此,我想强调三点:
First, stock options are inevitably tied to the overall performance of a corporation. Logically, therefore, they should be awarded only to those managers with overall responsibility. Managers with limited areas of responsibility should have incentives that pay off in relation to results under their control. The .350 hitter expects, and also deserves, a big payoff for his performance—even if he plays for a cellar-dwelling team. And the .150 hitter should get no reward—even if he plays for a pennant winner. Only those with overall responsibility for the team should have their rewards tied to its results.
其一,股票期权不可避免地与公司整体业绩挂钩。因此,从逻辑上讲,它只应授予那些负有整体责任的管理者。职责范围有限的管理者,其激励应与其所能掌控的业绩结果挂钩。一位打击率达.350的击球手,即便效力于一支垫底球队,也理应期待并获得与其表现相称的丰厚回报。而一位打击率仅.150的击球手,即便所在球队夺得联赛冠军,也不应获得奖励。只有那些对球队负有整体责任的人,才应将其回报与球队的整体成绩相挂钩。
Second, options should be structured carefully. Absent special factors, they should have built into them a retained-earnings or carrying-cost factor. Equally important, they should be priced realistically. When managers are faced with offers for their companies, they unfailingly point out how unrealistic market prices can be as an index of real value. But why, then, should these same depressed prices be the valuations at which managers sell portions of their businesses to themselves? (They may go further: officers and directors sometimes consult the Tax Code to determine the lowest prices at which they can, in effect, sell part of the business to insiders. While they're at it, they often elect plans that produce the worst tax result for the company.) Except in highly unusual cases, owners are not well served by the sale of part of their business at a bargain price—whether the sale is to outsiders or to insiders. The obvious conclusion: options should be priced at true business value.
其二,期权的结构设计必须审慎。在没有特殊情况的前提下,期权应内置留存收益或资本占用成本因素。同样重要的是,期权的定价应当符合实际。当管理者面对收购要约时,他们无一例外地会指出市场价格作为真实价值衡量标准是多么不可靠。但既然如此,为何这些同样被压低的价格,却成了管理者向自己出售部分业务权益时所采用的估值基准?(他们甚至可能变本加厉:高管和董事有时会查阅税法,以确定他们在实质上能够以最低价格向内部人士出售部分业务权益。与此同时,他们往往还会选择对公司税务结果最为不利的方案。)除极为罕见的情形外,以低价出售部分业务——无论是向外部人士还是内部人士——都无法切实维护所有者的利益。结论显而易见:期权应按真实的业务价值定价。
Third, I want to emphasize that some managers whom I admire enormously—and whose operating records are far better than mine—disagree with me regarding fixed-price options. They have built corporate cultures that work, and fixed-price options have been a tool that helped them. By their leadership and example, and by the use of options as incentives, these managers have taught their colleagues to think like owners. Such a culture is rare and when it exists should perhaps be left intact—despite inefficiencies and inequities that may infest the option program. "If it ain't broke, don't fix it" is preferable to "purity at any price".
其三,我想强调,有些管理者是我由衷敬佩的——其经营记录也远胜于我——他们在固定价格期权问题上与我持不同意见。他们建立了行之有效的企业文化,而固定价格期权正是帮助他们达成这一目标的工具之一。这些管理者以身作则、以期权作为激励手段,引导同事以所有者的心态思考问题。这样的企业文化殊为难得,一旦存在,或许就应当保持完整——即便期权计划本身存在若干低效与不公平之处。"没坏就别修",胜于"不惜代价追求纯粹"。
巴菲特在这里假设了资本应该取得平均收益,比如,7-8%,或者12%,但是平均收益的概念跟跨越行业的泛化能力有关,大部分企业以及管理团队并不具备跨越行业的泛化能力。
就像1棵树上的苹果,平均200克,那么每个苹果的起点就应该是200克,这个逻辑是有点问题的,200克是相互竞争养份和阳光的结果,每个苹果并没有200克的起点,都只能在既定的位置上争取长的更大、更好。
At Berkshire, however, we use an incentive compensation system that rewards key managers for meeting targets in their own bailiwicks. If See's does well, that does not produce incentive compensation at the News—nor vice versa. Neither do we look at the price of Berkshire stock when we write bonus checks. We believe good unit performance should be rewarded whether Berkshire stock rises, falls, or stays even. Similarly, we think average performance should earn no special rewards even if our stock should soar. "Performance", furthermore, is defined in different ways depending upon the underlying economics of the business: in some our managers enjoy tailwinds not of their own making, in others they fight unavoidable headwinds.
然而在 Berkshire,我们采用的是一套激励薪酬体系,按各位关键管理者在其各自职责范围内达成目标的情况给予奖励。See's 经营出色,并不会为 News 带来激励薪酬,反之亦然。我们在开具奖金支票时,也不会参考 Berkshire 的股价。我们认为,无论 Berkshire 股价上涨、下跌还是横盘,优秀的单位业绩都应当获得奖励。同样,即便我们的股价大幅攀升,平庸的业绩也不应获得任何特别奖励。此外,"业绩"的定义因各业务的基本经济特性而有所不同:某些业务的管理者享有并非源于自身努力的顺风,另一些则须面对无可回避的逆风。
The rewards that go with this system can be large. At our various business units, top managers sometimes receive incentive bonuses of five times their base salary, or more, and it would appear possible that one manager's bonus could top $2 million in 1986. (I hope so.) We do not put a cap on bonuses, and the potential for rewards is not hierarchical. The manager of a relatively small unit can earn far more than the manager of a larger unit if results indicate he should. We believe, further, that such factors as seniority and age should not affect incentive compensation (though they sometimes influence basic compensation). A 20-year-old who can hit .300 is as valuable to us as a 40-year-old performing as well.
这套体系所带来的回报可以相当丰厚。在我们各业务单元中,高层管理者有时可获得相当于基本薪酬五倍乃至更高的激励奖金,1986年甚至可能有一位管理者的奖金超过200万美元。(我衷心希望如此。)我们对奖金不设上限,奖励潜力也不按职级高低而定。若业绩表明应当如此,一个规模相对较小的业务单元的管理者,完全可以赚得比更大单元的管理者更多。我们进一步认为,资历与年龄等因素不应影响激励薪酬(尽管它们有时会影响基本薪酬)。一位能打出.300打击率的20岁球员,对我们而言与一位同样表现的40岁球员一样珍贵。
Obviously, all Berkshire managers can use their bonus money (or other funds, including borrowed money) to buy our stock in the market. Many have done just that—and some now have large holdings. By accepting both the risks and the carrying costs that go with outright purchases, these managers truly walk in the shoes of owners.
显然,所有 Berkshire 的管理者都可以用他们的奖金(或其他资金,包括借款)在市场上购买我们的股票。许多人已经这样做了——其中一些人如今持有相当规模的仓位。通过直接买入股票、承担与之相伴的风险和资本占用成本,这些管理者真正做到了与所有者同甘共苦、设身处地。
Now let's get back—at long last—to our three businesses:
现在,让我们终于回到这三门生意上来:
At Nebraska Furniture Mart our basic strength is an exceptionally low-cost operation that allows the business to regularly offer customers the best values available in home furnishings. NFM is the largest store of its kind in the country. Although the already-depressed farm economy worsened considerably in 1985, the store easily set a new sales record. I also am happy to report that NFM's Chairman, Rose Blumkin (the legendary "Mrs. B"), continues at age 92 to set a pace at the store that none of us can keep up with. She's there wheeling and dealing seven days a week, and I hope that any of you who visit Omaha will go out to the Mart and see her in action. It will inspire you, as it does me.
Nebraska Furniture Mart 的核心竞争力在于其极为低廉的运营成本,使其能够持续为顾客提供家居用品领域最具价值的选择。NFM 是全美同类门店中规模最大的。尽管本已低迷的农业经济在1985年进一步恶化,该店仍轻松创下销售新纪录。我也很高兴地告诉大家,NFM 的董事长 Rose Blumkin(传奇的"B太太")在92岁高龄依然保持着令我们所有人望尘莫及的工作节奏。她每周七天都在店里谈生意、做买卖。我希望各位如有机会前往 Omaha,务必去 Mart 亲眼见识她的风采——正如她每次都激励着我一样,她也必将激励你们。
At See's we continue to get store volumes that are far beyond those achieved by any competitor we know of. Despite the unmatched consumer acceptance we enjoy, industry trends are not good, and we continue to experience slippage in poundage sales on a same-store basis. This puts pressure on per-pound costs. We now are willing to increase prices only modestly and, unless we can stabilize per-shop poundage, profit margins will narrow.
See's 各门店的销售量持续大幅领先于我们所知的任何竞争对手。尽管我们享有无与伦比的消费者认可度,但行业整体趋势并不乐观,同店销售的磅数仍在持续下滑,这对每磅成本形成了压力。目前我们仅愿小幅提价,若无法稳定每家门店的销售磅数,利润率将面临收窄。
At the News volume gains are also difficult to achieve. Though linage increased during 1985, the gain was more than accounted for by preprints. ROP linage (advertising printed on our own pages) declined. Preprints are far less profitable than ROP ads, and also more vulnerable to competition. In 1985, the News again controlled costs well and our household penetration continues to be exceptional.
Buffalo Evening News 的销量增长同样难以实现。尽管1985年广告行数有所增加,但增量主要来自预印广告。ROP 广告行数(直接印刷于我们版面上的广告)则有所下滑。预印广告的盈利能力远低于 ROP 广告,在竞争面前也更为脆弱。1985年,News 再度有效控制了成本,我们的家庭覆盖率依然出色。
One problem these three operations do not have is management. At See's we have Chuck Huggins, the man we put in charge the day we bought the business. Selecting him remains one of our best business decisions. At the News we have Stan Lipsey, a manager of equal caliber. Stan has been with us 17 years, and his unusual business talents have become more evident with every additional level of responsibility he has tackled. And, at the Mart, we have the amazing Blumkins—Mrs. B, Louie, Ron, Irv, and Steve—a three-generation miracle of management.
这三项业务有一个共同点:它们都不缺乏优秀的管理者。See's 有 Chuck Huggins 坐镇,他是我们收购这门生意当天便委以重任的人选,这一任命至今仍是我们最明智的商业决策之一。News 有 Stan Lipsey,一位同样出类拔萃的管理者。Stan 已与我们并肩共事17年,随着他所承担的责任层层递进,他非凡的商业才能也愈发显露无遗。而在 Mart,我们有令人叹为观止的 Blumkin 家族——B太太、Louie、Ron、Irv 和 Steve——一个横跨三代的管理奇迹。
I consider myself extraordinarily lucky to be able to work with managers such as these. I like them personally as much as I admire them professionally.
能与这样的管理者共事,我深感三生有幸。我对他们的个人情谊,丝毫不亚于我对他们职业才能的钦佩。
Insurance Operations
保险业务
Shown below is an updated version of our usual table, listing two key figures for the insurance industry:
以下是我们惯用表格的最新版本,列示了保险行业的两项关键指标:

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.
综合比率代表保险总成本(已发生赔款加上费用)与保费收入之比:低于100表示承保盈利,高于100则表示承保亏损。
The industry's 1985 results were highly unusual. The revenue gain was exceptional, and had insured losses grown at their normal rate of most recent years—that is, a few points above the inflation rate—a significant drop in the combined ratio would have occurred. But losses in 1985 didn't cooperate, as they did not in 1984. Though inflation slowed considerably in these years, insured losses perversely accelerated, growing by 16% in 1984 and by an even more startling 17% in 1985. The year's growth in losses therefore exceeds the inflation rate by over 13 percentage points, a modern record.
1985年的行业表现极为反常。保费收入的增长相当亮眼,若保险赔款能以近年来的正常速率增长——即略高于通胀率几个百分点——综合比率本应出现显著下降。然而,1985年的赔款走势与预期背道而驰,正如1984年一样。尽管这两年通胀率大幅放缓,保险赔款却反常地加速增长,1984年增长16%,1985年更是高达17%,令人咋舌。当年赔款增速因此超出通胀率逾13个百分点,创下近代记录。
Catastrophes were not the culprit in this explosion of loss cost. True, there were an unusual number of hurricanes in 1985, but the aggregate damage caused by all catastrophes in 1984 and 1985 was about 2% of premium volume, a not unusual proportion. Nor was there any burst in the number of insured autos, houses, employers, or other kinds of "exposure units".
赔款成本的急剧攀升,并非由巨灾所致。诚然,1985年飓风频发,但1984至1985年间所有巨灾造成的累计损失约占保费总量的2%,并不算异常。此外,承保汽车、房屋、雇主或其他类型"风险敞口单位"的数量,也未见任何突增。
A partial explanation for the surge in the loss figures is all the additions to reserves that the industry made in 1985. As results for the year were reported, the scene resembled a revival meeting: shouting "I've sinned, I've sinned", insurance managers rushed forward to confess they had under reserved in earlier years. Their corrections significantly affected 1985 loss numbers.
赔款数字骤升,部分原因在于行业在1985年大规模补提准备金。随着年度业绩陆续披露,那景象颇像一场布道复兴大会:保险公司管理者们高呼"我有罪,我有罪",争相涌上前来坦白早年准备金计提不足的过失。这些补提调整对1985年的赔款数字产生了显著影响。
A more disturbing ingredient in the loss surge is the acceleration in "social" or "judicial" inflation. The insurer's ability to pay has assumed overwhelming importance with juries and judges in the assessment of both liability and damages. More and more, "the deep pocket" is being sought and found, no matter what the policy wording, the facts, or the precedents.
赔款激增中更令人忧虑的因素,是"社会性"或"司法性"通胀的加速蔓延。在陪审团和法官评估责任与损害赔偿时,保险人的赔付能力已被赋予压倒性的权重。无论保单条款如何措辞、事实如何呈现、先例如何确立,"深口袋"正被越来越频繁地锁定与掏空。
This judicial inflation represents a wild card in the industry's future, and makes forecasting difficult. Nevertheless, the short-term outlook is good. Premium growth improved as 1985 went along (quarterly gains were an estimated 15%, 19%, 24%, and 22%) and, barring a supercatastrophe, the industry's combined ratio should fall sharply in 1986.
这种司法性通胀是行业未来的一张不确定牌,令预测工作愈发困难。尽管如此,短期前景仍然乐观。1985年保费增长逐季改善(各季度增幅估计分别为15%、19%、24%和22%),若无重大巨灾,行业综合比率在1986年应会大幅下降。
The profit improvement, however, is likely to be of short duration. Two economic principles will see to that. First, commodity businesses achieve good levels of profitability only when prices are fixed in some manner or when capacity is short. Second, managers quickly add to capacity when prospects start to improve and capital is available.
然而,盈利改善很可能只是昙花一现。两条经济规律将确保这一结果。其一,大宗商品类业务只有在价格受到某种固定机制约束或产能紧张时,才能实现较高的盈利水平。其二,一旦前景向好且资本充裕,管理者便会迅速扩充产能。
In my 1982 report to you, I discussed the commodity nature of the insurance industry extensively. The typical policyholder does not differentiate between products but concentrates instead on price. For many decades a cartel-like procedure kept prices up, but this arrangement has disappeared for good. The insurance product now is priced as any other commodity for which a free market exists: when capacity is tight, prices will be set remuneratively; otherwise, they will not be.
在我1982年的年报中,我曾详细探讨保险行业的大宗商品属性。普通投保人并不区分产品差异,而是专注于价格比较。数十年来,一种类似卡特尔的机制维持着价格水平,但这一安排已一去不返。保险产品如今的定价方式,与任何存在自由市场的大宗商品无异:产能紧张时,价格便能维持在有利可图的水平;否则,便不然。
Capacity currently is tight in many lines of insurance—though in this industry, unlike most, capacity is an attitudinal concept, not a physical fact. Insurance managers can write whatever amount of business they feel comfortable writing, subject only to pressures applied by regulators and Best's, the industry's authoritative rating service. The comfort level of both managers and regulators is tied to capital. More capital means more comfort, which in turn means more capacity. In the typical commodity business, furthermore, such as aluminum or steel, a long gestation precedes the birth of additional capacity. In the insurance industry, capital can be secured instantly. Thus, any capacity shortage can be eliminated in short order.
目前保险业许多险种的承保能力趋于紧张——尽管在这个行业,与大多数行业不同,"产能"是一个态度层面的概念,而非物理意义上的事实。保险公司管理者可以承保任何规模的业务,只要他们觉得心里有底,唯一的约束来自监管机构和行业权威评级机构 Best's 的压力。管理者和监管机构的底气,都与资本直接挂钩。资本越充裕,底气越足,承保能力也随之扩大。此外,在铝业或钢铁业等典型大宗商品行业,新增产能的形成需要漫长的孕育周期。而在保险业,资本可以近乎即时到位。因此,任何产能短缺都可以在短期内迅速消弭。
That's exactly what's going on right now. In 1985, about 15 insurers raised well over $3 billion, piling up capital so that they can write all the business possible at the better prices now available. The capital-raising trend has accelerated dramatically so far in 1986.
这正是当下正在发生的事情。1985年,约15家保险公司合计募集资本逾30亿美元,大举囤积资本,以便在当前较为有利的定价环境下尽可能多地承揽业务。进入1986年,这一募资浪潮已急剧加速。
If capacity additions continue at this rate, it won't be long before serious price-cutting appears and next a fall in profitability. When the fall comes, it will be the fault of the capital-raisers of 1985 and 1986, not the price-cutters of 198X. (Critics should be understanding, however: as was the case in our textile example, the dynamics of capitalism cause each insurer to make decisions that for itself appear sensible, but that collectively slash profitability.)
若产能持续以此速度扩张,不出多久便会出现激烈的价格竞争,继而引发盈利能力的下滑。当下滑到来之时,罪责在于1985年和1986年的那些募资者,而非198X年的那些降价者。(批评者应当多一分理解:正如我们纺织业的例子所揭示的,资本主义的运行逻辑促使每家保险公司各自做出看似合理的决策,但这些决策汇聚在一起,却集体扼杀了整个行业的盈利能力。)
In past reports, I have told you that Berkshire's strong capital position—the best in the industry—should one day allow us to claim a distinct competitive advantage in the insurance market. With the tightening of the market, that day arrived. Our premium volume more than tripled last year, following a long period of stagnation. Berkshire's financial strength (and our record of maintaining unusual strength through thick and thin) is now a major asset for us in securing good business.
在以往的报告中,我曾告诉过你们,Berkshire 雄厚的资本实力——行业之冠——终将有一天赋予我们在保险市场上独特的竞争优势。随着市场趋于紧张,那一天已然到来。在经历了漫长的停滞之后,我们去年的保费规模翻了逾三倍。Berkshire 的财务实力(以及我们在顺境逆境中始终保持非凡稳健的记录),如今已成为我们争取优质业务的一张王牌。
We correctly foresaw a flight to quality by many large buyers of insurance and reinsurance who belatedly recognized that a policy is only an IOU—and who, in 1985, could not collect on many of their IOUs. These buyers today are attracted to Berkshire because of its strong capital position. But, in a development we did not foresee, we also are finding buyers drawn to us because our ability to insure substantial risks sets us apart from the crowd.
我们正确预见到,许多大型保险和再保险买家会迟来地认识到,一张保单不过是一张借据——而他们在1985年发现,许多借据无法兑现,由此引发了一场向优质承保人的迁徙。这些买家如今被 Berkshire 的强大资本实力所吸引。但有一个我们未曾预料到的新发展:我们还发现,越来越多的买家因我们承保重大风险的能力而被吸引而来,这使我们在同行中鹤立鸡群。
To understand this point, you need a few background facts about large risks. Traditionally, many insurers have wanted to write this kind of business. However, their willingness to do so has been almost always based upon reinsurance arrangements that allow the insurer to keep just a small portion of the risk itself while passing on ("laying off") most of the risk to its reinsurers. Imagine, for example, a directors and officers ("D & O") liability policy providing $25 million of coverage. By various "excess-of-loss" reinsurance contracts, the company issuing that policy might keep the liability for only the first $1 million of any loss that occurs. The liability for any loss above that amount up to $24 million would be borne by the reinsurers of the issuing insurer. In trade parlance, a company that issues large policies but retains relatively little of the risk for its own account writes a large gross line but a small net line.
要理解这一点,需要先了解几个关于巨额风险的背景知识。传统上,许多保险公司都有意承接此类业务。然而,他们之所以愿意这样做,几乎无一例外地依赖于再保险安排——这种安排使承保公司自身只需承担一小部分风险,而将大部分风险转移("分出")给再保险公司。举例来说,一张提供2500万美元保障的董事及高管责任险("D&O")保单,通过各种"超额赔款"再保险合约,发单公司可能只承担任何损失中首100万美元的赔偿责任。超出这一金额至2400万美元之间的损失,则由发单公司的再保险人承担。用行业术语来说,一家发行大额保单但自留风险相对较小的公司,其总承保额大而净承保额小。
In any reinsurance arrangement, a key question is how the premiums paid for the policy should be divided among the various "layers" of risk. In our D & O policy, for example, what part of the premium received should be kept by the issuing company to compensate it fairly for taking the first $1 million of risk and how much should be passed on to the reinsurers to compensate them fairly for taking the risk between $1 million and $25 million?
在任何再保险安排中,一个核心问题是:保单所收取的保费,应如何在各个"风险层次"之间进行分配。以我们的 D&O 保单为例,所收保费中应有多大比例由发单公司留存,以合理补偿其承担首100万美元风险的代价?又应有多大比例转付给再保险人,以合理补偿其承担100万至2500万美元之间风险的代价?
One way to solve this problem might be deemed the Patrick Henry approach: "I have but one lamp by which my feet are guided, and that is the lamp of experience." In other words, how much of the total premium would reinsurers have needed in the past to compensate them fairly for the losses they actually had to bear?
解决这一问题的一种方式,或可称为 Patrick Henry 式的方法:"我脚下只有一盏灯可以指引前路,那便是经验之灯。"换言之,在过去,再保险人需要从总保费中获得多大比例,才能公平补偿他们实际承担的损失?
Unfortunately, the lamp of experience has always provided imperfect illumination for reinsurers because so much of their business is "long-tail", meaning it takes many years before they know what their losses are. Lately, however, the light has not only been dim but also grossly misleading in the images it has revealed. That is, the courts' tendency to grant awards that are both huge and lacking in precedent makes reinsurers' usual extrapolations or inferences from past data a formula for disaster. Out with Patrick Henry and in with Pogo: "The future ain't what it used to be."
遗憾的是,经验之灯对再保险人而言,向来只能提供不完整的照明——因为他们的大量业务属于"长尾"业务,往往需要多年之后才能知晓最终损失。然而近年来,这盏灯不仅愈发昏暗,更呈现出严重失真的景象。法院日益倾向于做出金额巨大且缺乏先例的裁决,使得再保险人惯常依赖历史数据进行的推算和推断,变成了一套通往灾难的公式。Patrick Henry 已然过时,该换 Pogo 登场了:"未来已不再是过去的模样。"
The burgeoning uncertainties of the business, coupled with the entry into reinsurance of many unsophisticated participants, worked in recent years in favor of issuing companies writing a small net line: they were able to keep a far greater percentage of the premiums than the risk. By doing so, the issuing companies sometimes made money on business that was distinctly unprofitable for the issuing and reinsuring companies combined. (This result was not necessarily by intent: issuing companies generally knew no more than reinsurers did about the ultimate costs that would be experienced at higher layers of risk.) Inequities of this sort have been particularly pronounced in lines of insurance in which much change was occurring and losses were soaring; e.g., professional malpractice, D & O, products liability, etc. Given these circumstances, it is not surprising that issuing companies remained enthusiastic about writing business long after premiums became woefully inadequate on a gross basis.
业务不确定性的急剧攀升,加之大量缺乏经验的参与者涌入再保险市场,使得近年来净自留额较小的发单公司坐享渔翁之利:他们所保留的保费比例,远超其实际承担的风险比例。如此一来,发单公司有时能从那些对发单方与再保险方合计而言明显亏损的业务中盈利。(这一结果未必出于蓄意:发单公司对较高风险层次最终损失的了解,通常并不比再保险人更多。)此类不公平现象在变化剧烈、赔款飙升的险种中尤为突出,例如专业过失责任险、D&O险、产品责任险等。在此背景下,发单公司在总体保费早已严重不足之后仍热情不减地继续承保,也就不足为奇了。
An example of just how disparate results have been for issuing companies versus their reinsurers is provided by the 1984 financials of one of the leaders in large and unusual risks. In that year the company wrote about $6 billion of business and kept around $2 1/2 billion of the premiums, or about 40%. It gave the remaining $3 1/2 billion to reinsurers. On the part of the business kept, the company's underwriting loss was less than $200 million—an excellent result in that year. Meanwhile, the part laid off produced a loss of over $1.5 billion for the reinsurers. Thus, the issuing company wrote at a combined ratio of well under 110 while its reinsurers, participating in precisely the same policies, came in considerably over 140. This result was not attributable to natural catastrophes; it came from run-of-the-mill insurance losses (occurring, however, in surprising frequency and size). The issuing company's 1985 report is not yet available, but I would predict it will show that dramatically unbalanced results continued.
一个能够清晰呈现发单公司与再保险人业绩悬殊的例子,来自一家巨额及特殊风险领域领头羊的1984年财务数据。当年该公司共承保约60亿美元的业务,自留保费约25亿美元,占比约40%,其余35亿美元则转付给再保险人。就自留部分而言,该公司的承保亏损不足2亿美元——在那一年堪称优异的成绩。与此同时,分出部分却给再保险人带来逾15亿美元的亏损。如此一来,发单公司的综合比率远低于110,而参与完全相同保单的再保险人,综合比率却远高于140。这一结果并非源于自然巨灾,而是来自普通保险赔款——只是其发生频率和规模令人咋舌。该发单公司的1985年报告尚未公布,但我预计它将显示,这种严重失衡的局面依然持续。
A few years such as this, and even slow-witted reinsurers can lose interest, particularly in explosive lines where the proper split in premium between issuer and reinsurer remains impossible to even roughly estimate. The behavior of reinsurers finally becomes like that of Mark Twain's cat: having once sat on a hot stove, it never did so again—but it never again sat on a cold stove, either. Reinsurers have had so many unpleasant surprises in long-tail casualty lines that many have decided (probably correctly) to give up the game entirely, regardless of price inducements. Consequently, there has been a dramatic pull-back of reinsurance capacity in certain important lines.
经历了这样几年,即便反应迟钝的再保险人也会丧失兴趣——尤其是在那些赔款爆发性增长、发单方与再保险方之间的保费合理分配甚至无法粗略估算的险种上。再保险人的行为,最终变得像 Mark Twain 笔下的那只猫:曾经被热炉烫过一次,此后再也不坐热炉了——但也再不坐冷炉了。再保险人在长尾责任险种上已历经太多难以承受的意外,许多人已决定(或许是正确的)彻底退出这场游戏,无论价格诱惑多么丰厚。由此,某些重要险种的再保险承接能力出现了大幅萎缩。
This development has left many issuing companies under pressure. They can no longer commit their reinsurers, time after time, for tens of millions per policy as they so easily could do only a year or two ago, and they do not have the capital and/or appetite to take on large risks for their own account. For many issuing companies, gross capacity has shrunk much closer to net capacity—and that is often small, indeed.
这一局面使许多发单公司陷入压力之中。他们再也无法像一两年前那样,一次次轻松地将每张保单数千万美元的风险转嫁给再保险人;而他们自身的资本实力和风险承受意愿,也不足以支撑他们自留大额风险。对许多发单公司而言,总承保能力已大幅收缩,与净承保能力愈发接近——而后者往往少得可怜。
At Berkshire we have never played the lay-it-off-at-a-profit game and, until recently, that put us at a severe disadvantage in certain lines. Now the tables are turned: we have the underwriting capability whereas others do not. If we believe the price to be right, we are willing to write a net line larger than that of any but the largest insurers. For instance, we are perfectly willing to risk losing $10 million of our own money on a single event, as long as we believe that the price is right and that the risk of loss is not significantly correlated with other risks we are insuring. Very few insurers are willing to risk half that much on single events—although, just a short while ago, many were willing to lose five or ten times that amount as long as virtually all of the loss was for the account of their reinsurers.
Berkshire 从未玩过"转嫁套利"的游戏,而这在过去曾使我们在某些险种上处于严重劣势。如今风水轮流转:我们具备承保能力,而其他人却不具备。只要我们认为定价合理,我们愿意承担净自留额,其规模仅次于最大型的保险公司。例如,只要我们认为价格合理,且损失风险与我们承保的其他风险之间相关性不高,我们完全愿意在单一事件上自担1000万美元的损失。能够在单一事件上愿意承担一半这一金额的保险公司寥寥无几——尽管就在不久之前,许多公司愿意承受五倍乃至十倍于此的损失,条件只是:几乎全部损失都由再保险人来买单。
In mid-1985 our largest insurance company, National Indemnity Company, broadcast its willingness to underwrite large risks by running an ad in three issues of an insurance weekly. The ad solicited policies of only large size: those with a minimum premium of $1 million. This ad drew a remarkable 600 replies and ultimately produced premiums totaling about $50 million. (Hold the applause: it's all long-tail business and it will be at least five years before we know whether this marketing success was also an underwriting success.) Today, our insurance subsidiaries continue to be sought out by brokers searching for large net capacity.
1985年中,我们最大的保险子公司 National Indemnity Company 在一份保险业周刊上连续刊登三期广告,公开表明承接大额风险的意愿。广告仅招揽大额保单,最低保费门槛为100万美元。这则广告收到了多达600份回复,最终促成保费总计约5000万美元。(先别鼓掌:这全是长尾业务,至少要五年后我们才能知晓,这次营销上的成功是否同样是承保上的成功。)时至今日,我们的保险子公司仍持续被寻求大额净承保能力的经纪人所青睐。
As I have said, this period of tightness will pass; insurers and reinsurers will return to underpricing. But for a year or two we should do well in several segments of our insurance business. Mike Goldberg has made many important improvements in the operation (prior mismanagement by your Chairman having provided him ample opportunity to do so). He has been particularly successful recently in hiring young managers with excellent potential. They will have a chance to show their stuff in 1986.
正如我所说,这段市场紧缩期终将过去,保险公司和再保险公司最终还是会回到定价不足的老路上去。但在一两年内,我们应能在保险业务的若干板块上取得不俗表现。Mike Goldberg 对运营进行了许多重要改进(你们的董事长此前留下的种种管理失当,为他提供了充裕的改进空间)。他近来在招募极具潜力的年轻管理者方面尤为出色,他们将有机会在1986年一展身手。
商品化的业务找不到实质意义的差异化,就是一轮轮的循环。
Our combined ratio has improved—from 134 in 1984 to 111 in 1985—but continues to reflect past misdeeds. Last year I told you of the major mistakes I had made in loss-reserving, and promised I would update you annually on loss-development figures. Naturally, I made this promise thinking my future record would be much improved. So far this has not been the case. Details on last year's loss development are on pages 50-52. They reveal significant underreserving at the end of 1984, as they did in the several years preceding.
我们的综合比率已有所改善——从1984年的134降至1985年的111——但仍折射出过去积累的问题。去年我曾向你们坦陈我在损失准备金计提上所犯的重大错误,并承诺每年更新损失发展数据。当然,我做出这一承诺时,心里想着日后的记录会大有改观。然而迄今为止,事实并非如此。去年损失发展的详情见第50至52页,与此前数年的情况一样,它们揭示出1984年底存在显著的准备金计提不足问题。
The only bright spot in this picture is that virtually all of the underreserving revealed in 1984 occurred in the reinsurance area—and there, in very large part, in a few contracts that were discontinued several years ago. This explanation, however, recalls all too well a story told me many years ago by the then Chairman of General Reinsurance Company. He said that every year his managers told him that "except for the Florida hurricane" or "except for Midwestern tornadoes", they would have had a terrific year. Finally he called the group together and suggested that they form a new operation—the Except-For Insurance Company—in which they would henceforth place all of the business that they later wouldn't want to count.
这幅图景中唯一的亮色在于,1984年所揭示的准备金计提不足,几乎全部发生在再保险业务领域——而且在很大程度上集中于几份数年前已终止的合约。然而,这一解释让我不禁想起多年前 General Reinsurance Company 时任董事长向我讲述的一个故事。他说,他的管理者每年都告诉他,"要不是佛罗里达飓风"或"要不是中西部龙卷风",他们本会迎来丰收之年。最终他将团队召集起来,建议大家另起炉灶,成立一家新公司——"除外保险公司"——专门承接所有日后不愿计入业绩的业务。
In any business, insurance or otherwise, "except for" should be excised from the lexicon. If you are going to play the game, you must count the runs scored against you in all nine innings. Any manager who consistently says "except for" and then reports on the lessons he has learned from his mistakes may be missing the only important lesson—namely, that the real mistake is not the act, but the actor.
在任何行业,无论保险与否,"除外"二字都应从词典中彻底删除。既然你选择参与这场比赛,就必须把九局中所有被对手得的分都如实计入。一个动辄以"除外"开头、而后汇报自己从错误中汲取了哪些教训的管理者,或许正在错过唯一真正重要的那条教训——真正的错误不在于那件事,而在于做出那件事的人。
Inevitably, of course, business errors will occur and the wise manager will try to find the proper lessons in them. But the trick is to learn most lessons from the experiences of others. Managers who have learned much from personal experience in the past usually are destined to learn much from personal experience in the future.
当然,经营失误在所难免,明智的管理者会努力从中汲取应有的教训。但关键在于,大多数教训应当从他人的经历中学取。那些过去主要靠亲身经历来学习的管理者,通常注定在未来也要继续靠亲身经历来学习。
GEICO, 38%-owned by Berkshire, reported an excellent year in 1985 in premium growth and investment results, but a poor year—by its lofty standards—in underwriting. Private passenger auto and homeowners insurance were the only important lines in the industry whose results deteriorated significantly during the year. GEICO did not escape the trend, although its record was far better than that of virtually all its major competitors.
由 Berkshire 持股38%的 GEICO,在1985年的保费增长和投资业绩方面均表现出色,但承保业绩——以其一贯的高标准衡量——则令人失望。私家车险和房主险是行业内仅有的两个业绩在当年显著恶化的重要险种。GEICO 未能独善其身,但其表现仍远优于几乎所有主要竞争对手。
Jack Byrne left GEICO at mid-year to head Fireman's Fund, leaving behind Bill Snyder as Chairman and Lou Simpson as Vice Chairman. Jack's performance in reviving GEICO from near-bankruptcy was truly extraordinary, and his work resulted in enormous gains for Berkshire. We owe him a great deal for that.
Jack Byrne 于年中离开 GEICO,转赴 Fireman's Fund 执掌帅印,身后留下 Bill Snyder 担任董事长、Lou Simpson 担任副董事长。Jack 将 GEICO 从濒临破产的边缘拯救回来的表现,堪称真正非凡之举,他的工作为 Berkshire 带来了巨大的收益。我们对此深怀感激。
We are equally indebted to Jack for an achievement that eludes most outstanding leaders: he found managers to succeed him who have talents as valuable as his own. By his skill in identifying, attracting and developing Bill and Lou, Jack extended the benefits of his managerial stewardship well beyond his tenure.
我们同样要感谢 Jack 所成就的另一件事——这恰恰是大多数杰出领导者难以做到的:他找到了足以接替自己、才能丝毫不逊于己的继任管理者。通过慧眼识人、悉心延揽并培育 Bill 和 Lou,Jack 将他管理上的馈赠,延伸到了远超其任期之外的未来。
Fireman's Fund Quota-Share Contract
Fireman's Fund 比例分保合约
Never one to let go of a meal ticket, we have followed Jack Byrne to Fireman's Fund ("FFIC") where he is Chairman and CEO of the holding company.
我们向来不会轻易放弃一张好饭票,于是跟随 Jack Byrne 来到了 Fireman's Fund("FFIC")——他在那里担任控股公司的董事长兼首席执行官。
On September 1, 1985 we became a 7% participant in all of the business in force of the FFIC group, with the exception of reinsurance they write for unaffiliated companies. Our contract runs for four years, and provides that our losses and costs will be proportionate to theirs throughout the contract period. If there is no extension, we will thereafter have no participation in any ongoing business. However, for a great many years in the future, we will be reimbursing FFIC for our 7% of the losses that occurred in the September 1, 1985—August 31, 1989 period.
1985年9月1日起,我们成为 FFIC 集团所有有效业务7%的参与方,为非关联公司承写的再保险业务除外。合约期限为四年,规定在整个合约期内,我们所承担的损失与费用均按比例与 FFIC 保持一致。若合约不予续期,此后我们将不再参与任何持续业务。然而,在未来相当漫长的岁月里,我们仍须就1985年9月1日至1989年8月31日期间发生的损失,向 FFIC 偿付我们所承担的7%份额。
Under the contract FFIC remits premiums to us promptly and we reimburse FFIC promptly for expenses and losses it has paid. Thus, funds generated by our share of the business are held by us for investment. As part of the deal, I'm available to FFIC for consultation about general investment strategy. I'm not involved, however, in specific investment decisions of FFIC, nor is Berkshire involved in any aspect of the company's underwriting activities.
根据合约,FFIC 将及时向我们划付保费,我们则及时向 FFIC 偿还其已支付的费用与赔款。因此,我们的业务份额所产生的资金由我们自行持有并用于投资。作为交易的一部分,我随时可为 FFIC 提供整体投资策略方面的咨询。然而,我并不参与 FFIC 具体的投资决策,Berkshire 也不介入该公司承保业务的任何环节。
Currently FFIC is doing about $3 billion of business, and it will probably do more as rates rise. The company's September 1, 1985 unearned premium reserve was $1.324 billion, and it therefore transferred 7% of this, or $92.7 million, to us at initiation of the contract. We concurrently paid them $29.4 million representing the underwriting expenses that they had incurred on the transferred premium. All of the FFIC business is written by National Indemnity Company, but two-sevenths of it is passed along to Wesco-Financial Insurance Company ("Wes-FIC"), a new company organized by our 80%-owned subsidiary, Wesco Financial Corporation. Charlie Munger has some interesting comments about Wes-FIC and the reinsurance business on pages 60-62.
目前 FFIC 的业务规模约为30亿美元,随着费率上升,规模可能还会进一步扩大。该公司1985年9月1日的未赚保费准备金为13.24亿美元,因此在合约启动时将其中7%即9270万美元转付给我们。我们同时向其支付了2940万美元,代表其在转让保费上已发生的承保费用。所有 FFIC 业务均由 National Indemnity Company 承写,但其中七分之二转给了 Wesco-Financial Insurance Company("Wes-FIC")——这是我们持股80%的子公司 Wesco Financial Corporation 新设立的一家公司。Charlie Munger 在第60至62页对 Wes-FIC 及再保险业务有一些颇为有趣的评述。
To the Insurance Segment tables on page 41, we have added a new line, labeled Major Quota Share Contracts. The 1985 results of the FFIC contract are reported there, though the newness of the arrangement makes these results only very rough approximations.
在第41页的保险业务分部报表中,我们新增了一行,标注为"主要比例分保合约"。FFIC 合约的1985年业绩在此列示,但由于该安排尚属新设,这些数据仅为粗略估算。
After the end of the year, we secured another quota-share contract, whose 1986 volume should be over $50 million. We hope to develop more of this business, and industry conditions suggest that we could: a significant number of companies are generating more business than they themselves can prudently handle. Our financial strength makes us an attractive partner for such companies.
年末之后,我们又签订了另一份比例分保合约,其1986年的业务量预计将超过5000万美元。我们希望在这一领域拓展更多业务,而行业现状表明这是可行的:相当数量的公司所承接的业务量,已超出其自身能够审慎处理的范围。我们的财务实力,使我们成为这些公司颇具吸引力的合作伙伴。
Marketable Securities
有价证券
We show below our 1985 yearend net holdings in marketable equities. All positions with a market value over $25 million are listed, and the interests attributable to minority shareholders of Wesco and Nebraska Furniture Mart are excluded.
下表列示我们1985年底的股票净持仓。所有市值超过2500万美元的持仓均予列示,归属于 Wesco 和 Nebraska Furniture Mart 少数股东的权益已予剔除。

We mentioned earlier that in the past decade the investment environment has changed from one in which great businesses were totally unappreciated to one in which they are appropriately recognized. The Washington Post Company ("WPC") provides an excellent example.
我们此前提到,过去十年间,投资环境已从优质企业完全不受市场青睐,转变为它们获得合理认可的时代。The Washington Post Company("WPC")便是一个绝佳的例证。
We bought all of our WPC holdings in mid-1973 at a price of not more than one-fourth of the then per-share business value of the enterprise. Calculating the price/value ratio required no unusual insights. Most security analysts, media brokers, and media executives would have estimated WPC's intrinsic business value at $400 to $500 million just as we did. And its $100 million stock market valuation was published daily for all to see. Our advantage, rather, was attitude: we had learned from Ben Graham that the key to successful investing was the purchase of shares in good businesses when market prices were at a large discount from underlying business values.
我们在1973年中以不超过当时每股内在业务价值四分之一的价格,买入了全部 WPC 持仓。计算这一价格/价值比并不需要什么非凡的洞察力。大多数证券分析师、媒体经纪人和媒体业高管,都会与我们一样,将 WPC 的内在业务价值估算在4亿至5亿美元之间。而其1亿美元的股票市值,每天都白纸黑字地公布在那里,人人可见。我们的优势,毋宁说在于态度:我们从 Ben Graham 那里学到,成功投资的关键,在于当市场价格相对于内在业务价值存在大幅折扣时,买入优质企业的股份。
Most institutional investors in the early 1970s, on the other hand, regarded business value as of only minor relevance when they were deciding the prices at which they would buy or sell. This now seems hard to believe. However, these institutions were then under the spell of academics at prestigious business schools who were preaching a newly-fashioned theory: the stock market was totally efficient, and therefore calculations of business value—and even thought, itself—were of no importance in investment activities. (We are enormously indebted to those academics: what could be more advantageous in an intellectual contest—whether it be bridge, chess, or stock selection than to have opponents who have been taught that thinking is a waste of energy?)
然而,1970年代初的大多数机构投资者,在决定买卖价格时,却将企业内在价值视为无足轻重的因素。这在今天看来令人难以置信。然而当时,这些机构正受到名牌商学院学者们的蛊惑——这些学者正在鼓吹一套新兴理论:股票市场是完全有效的,因此对企业价值的测算——乃至思考本身——在投资活动中毫无意义。(我们对这些学者深怀感激:无论是桥牌、国际象棋还是选股,在智识的角力中,还有什么比拥有一群被教导认为"思考是浪费精力"的对手更有利的呢?)
Through 1973 and 1974, WPC continued to do fine as a business, and intrinsic value grew. Nevertheless, by yearend 1974 our WPC holding showed a loss of about 25%, with market value at $8 million against our cost of $10.6 million. What we had thought ridiculously cheap a year earlier had become a good bit cheaper as the market, in its infinite wisdom, marked WPC stock down to well below 20 cents on the dollar of intrinsic value.
整个1973至1974年间,WPC 作为一门生意持续运营良好,内在价值不断增长。然而到1974年底,我们持有的 WPC 股票已显示出约25%的账面亏损,市值降至800万美元,而我们的成本为1060万美元。一年前我们认为便宜得近乎荒谬的价格,如今变得更加便宜——市场以其无穷的智慧,将 WPC 股价压低至内在价值的不足两毛钱。
You know the happy outcome. Kay Graham, CEO of WPC, had the brains and courage to repurchase large quantities of stock for the company at those bargain prices, as well as the managerial skills necessary to dramatically increase business values. Meanwhile, investors began to recognize the exceptional economics of the business and the stock price moved closer to underlying value. Thus, we experienced a triple dip: the company's business value soared upward, per-share business value increased considerably faster because of stock repurchases and, with a narrowing of the discount, the stock price outpaced the gain in per-share business value.
结局你们都知道,是皆大欢喜。WPC 的 CEO Kay Graham 有胆有识,在那些低廉价格上为公司大规模回购股票,同时以卓越的管理才能大幅提升了企业的内在价值。与此同时,投资者开始认识到这门生意非凡的经济特质,股价逐渐向内在价值靠拢。于是,我们经历了三重复利:公司业务价值大幅攀升,每股业务价值因股票回购而增长得更快,而随着折价幅度的收窄,股价的涨幅又超越了每股业务价值的增长。
We hold all of the WPC shares we bought in 1973, except for those sold back to the company in 1985's proportionate redemption. Proceeds from the redemption plus yearend market value of our holdings total $221 million.
我们保留了1973年所购入的全部 WPC 股份,仅将1985年按比例赎回计划中回售给公司的部分除外。赎回所得与年底持仓市值合计达2.21亿美元。
If we had invested our $10.6 million in any of a half-dozen media companies that were investment favorites in mid-1973, the value of our holdings at yearend would have been in the area of $40—$60 million. Our gain would have far exceeded the gain in the general market, an outcome reflecting the exceptional economics of the media business. The extra $160 million or so we gained through ownership of WPC came, in very large part, from the superior nature of the managerial decisions made by Kay as compared to those made by managers of most media companies. Her stunning business success has in large part gone unreported but among Berkshire shareholders it should not go unappreciated.
若我们将1060万美元投入1973年中备受追捧的半打媒体公司中的任何一家,年底持仓市值也会在4000万至6000万美元之间。我们的收益将远超大盘涨幅,这一结果折射出媒体行业非凡的经济特质。而我们通过持有 WPC 额外获得的约1.6亿美元,在很大程度上源于 Kay 的管理决策相较于大多数媒体公司管理者的显著优越性。她令人叹为观止的商业成就,在很大程度上未曾得到广泛报道,但在 Berkshire 的股东中,这份功绩不应被忽视。
Our Capital Cities purchase, described in the next section, required me to leave the WPC Board early in 1986. But we intend to hold indefinitely whatever WPC stock FCC rules allow us to. We expect WPC's business values to grow at a reasonable rate, and we know that management is both able and shareholder-oriented. However, the market now values the company at over $1.8 billion, and there is no way that the value can progress from that level at a rate anywhere close to the rate possible when the company's valuation was only $100 million. Because market prices have also been bid up for our other holdings, we face the same vastly-reduced potential throughout our portfolio.
下一节将详述我们对 Capital Cities 的收购——这一交易要求我于1986年初辞去 WPC 董事会席位。但在 FCC 规则允许的范围内,我们打算无限期持有 WPC 股票。我们预期 WPC 的业务价值将以合理速率增长,也深知其管理层既有才干,又以股东利益为重。然而,市场目前对该公司的估值已超过18亿美元,从这一水平出发,价值增长的速率绝无可能接近当年公司估值仅为1亿美元时所能实现的速率。由于我们其他持仓的市场价格也已被大幅推高,我们的整个投资组合都面临着同样大幅降低的增值潜力。
You will notice that we had a significant holding in Beatrice Companies at yearend. This is a short-term arbitrage holding—in effect, a parking place for money (though not a totally safe one, since deals sometimes fall through and create substantial losses). We sometimes enter the arbitrage field when we have more money than ideas, but only to participate in announced mergers and sales. We would be a lot happier if the funds currently employed on this short-term basis found a long-term home. At the moment, however, prospects are bleak.
你们会注意到,年底我们持有相当数量的 Beatrice Companies 股份。这是一项短期套利持仓——实质上是资金的一个临时停泊处(尽管并非全无风险,因为交易有时会告吹,造成重大损失)。我们有时在资金多于投资灵感时涉足套利领域,但仅限于参与已公告的并购和出售交易。若这些目前用于短期运作的资金能找到长期归宿,我们将会欣慰得多。然而眼下,前景着实黯淡。
At yearend our insurance subsidiaries had about $400 million in tax-exempt bonds, of which $194 million at amortized cost were issues of Washington Public Power Supply System ("WPPSS") Projects 1, 2, and 3. I discussed this position fully last year, and explained why we would not disclose further purchases or sales until well after the fact (adhering to the policy we follow on stocks). Our unrealized gain on the WPPSS bonds at yearend was $62 million, perhaps one-third arising from the upward movement of bonds generally, and the remainder from a more positive investor view toward WPPSS 1, 2, and 3s. Annual tax-exempt income from our WPPSS issues is about $30 million.
年底时,我们保险子公司持有约4亿美元的免税债券,其中以摊余成本计算,有1.94亿美元为 Washington Public Power Supply System("WPPSS")1号、2号和3号项目债券。去年我已就这一持仓作了详尽阐述,并解释了为何我们不会在事实发生后相当一段时间内披露进一步的买卖操作(遵循我们在股票投资上一贯坚持的原则)。年底时我们持有的 WPPSS 债券未实现收益为6200万美元,其中约三分之一源于债券市场的整体上行,其余则来自投资者对 WPPSS 1号、2号和3号债券看法的改善。我们持有的 WPPSS 债券每年产生的免税收入约为3000万美元。
Capital Cities/ABC, Inc.
Right after yearend, Berkshire purchased 3 million shares of Capital Cities/ABC, Inc. ("Cap Cities") at $172.50 per share, the market price of such shares at the time the commitment was made early in March, 1985. I've been on record for many years about the management of Cap Cities: I think it is the best of any publicly-owned company in the country. And Tom Murphy and Dan Burke are not only great managers, they are precisely the sort of fellows that you would want your daughter to marry. It is a privilege to be associated with them—and also a lot of fun, as any of you who know them will understand.
年底刚过,Berkshire 即以每股172.50美元的价格购入 Capital Cities/ABC, Inc.("Cap Cities")300万股,该价格为1985年3月初作出承诺时的市场价格。多年来我曾多次公开表达对 Cap Cities 管理层的看法:我认为它是全美上市公司中最优秀的管理团队。Tom Murphy 和 Dan Burke 不仅是杰出的管理者,更是那种你会希望女儿嫁给的人品贵重之人。能与他们并肩而行,是一种荣幸——也充满乐趣,认识他们的人都会明白这一点。
Our purchase of stock helped Cap Cities finance the $3.5 billion acquisition of American Broadcasting Companies. For Cap Cities, ABC is a major undertaking whose economics are likely to be unexciting over the next few years. This bothers us not an iota; we can be very patient. (No matter how great the talent or effort, some things just take time: you can't produce a baby in one month by getting nine women pregnant.)
我们的购股帮助 Cap Cities 为其以35亿美元收购 American Broadcasting Companies 提供了资金支持。对 Cap Cities 而言,ABC 是一项重大举措,其经济效益在未来数年内可能并不亮眼。这丝毫不困扰我们;我们能够非常耐心地等待。(无论才华多么出众、努力多么充分,有些事情就是需要时间:让九个女人同时怀孕,也无法在一个月内生出一个孩子。)
As evidence of our confidence, we have executed an unusual agreement: for an extended period Tom, as CEO (or Dan, should he be CEO) votes our stock. This arrangement was initiated by Charlie and me, not by Tom. We also have restricted ourselves in various ways regarding sale of our shares. The object of these restrictions is to make sure that our block does not get sold to anyone who is a large holder (or intends to become a large holder) without the approval of management, an arrangement similar to ones we initiated some years ago at GEICO and Washington Post.
作为我们信心的明证,我们签订了一项不同寻常的协议:在相当长的时期内,Tom 作为 CEO(或若 Dan 担任 CEO,则由 Dan)代为行使我们所持股份的投票权。这一安排由 Charlie 和我主动提出,而非由 Tom 发起。我们亦对自身的股份出售设置了多项限制,以确保在未经管理层批准的情况下,我们的股份不会被出售给任何大股东(或有意成为大股东的人)——这与我们数年前在 GEICO 和 Washington Post 所发起的类似安排如出一辙。
Since large blocks frequently command premium prices, some might think we have injured Berkshire financially by creating such restrictions. Our view is just the opposite. We feel the long-term economic prospects for these businesses—and, thus, for ourselves as owners—are enhanced by the arrangements. With them in place, the first-class managers with whom we have aligned ourselves can focus their efforts entirely upon running the businesses and maximizing long-term values for owners. Certainly this is much better than having those managers distracted by "revolving-door capitalists" hoping to put the company "in play". (Of course, some managers place their own interests above those of the company and its owners and deserve to be shaken up—but, in making investments, we try to steer clear of this type.)
由于大宗股份往往能获得溢价,有人或许会认为我们设置这些限制损害了 Berkshire 的财务利益。我们的看法恰恰相反。我们认为,这些安排有助于提升这些企业的长期经济前景——进而有益于我们作为所有者的长期利益。有了这些安排,与我们志同道合的一流管理者便能将全部精力专注于经营业务、为所有者实现长期价值最大化。这无疑远胜于让那些管理者被"走马灯式资本家"所分心——那些人一心只想将公司"摆上货架"待价而沽。(当然,有些管理者将自身利益凌驾于公司及其所有者之上,理应受到冲击——但在进行投资时,我们会尽力避开此类人物。)
Today, corporate instability is an inevitable consequence of widely-diffused ownership of voting stock. At any time a major holder can surface, usually mouthing reassuring rhetoric but frequently harboring uncivil intentions. By circumscribing our blocks of stock as we often do, we intend to promote stability where it otherwise might be lacking. That kind of certainty, combined with a good manager and a good business, provides excellent soil for a rich financial harvest. That's the economic case for our arrangements.
时至今日,企业的不稳定性已成为投票权股份分散持有的必然产物。任何时候都可能有大股东突然现身,通常口吐安抚之词,却往往怀揣不轨之图。通过我们惯常的方式对所持股份加以约束,我们旨在在原本可能缺乏稳定的地方注入确定性。这种确定性,加之优秀的管理者与优质的生意,正是丰厚财务收成生长的沃土。这便是我们此类安排背后的经济逻辑。
The human side is just as important. We don't want managers we like and admire—and who have welcomed a major financial commitment by us—to ever lose any sleep wondering whether surprises might occur because of our large ownership. I have told them there will be no surprises, and these agreements put Berkshire's signature where my mouth is. That signature also means the managers have a corporate commitment and therefore need not worry if my personal participation in Berkshire's affairs ends prematurely (a term I define as any age short of three digits).
人情的一面同样重要。我们不希望那些我们喜爱与钦佩的管理者——那些欢迎我们作出重大财务承诺的人——因为我们的大额持股而夜不能寐,担心随时可能冒出什么意外。我已告诉他们,不会有任何意外,而这些协议正是让 Berkshire 以签字为证,将我的承诺落实于纸面。这份签字也意味着管理者获得了公司层面的承诺,因此无需忧虑若我本人提前退出 Berkshire 的事务会如何——"提前"这个词,我将其定义为任何不足三位数的年龄。
Our Cap Cities purchase was made at a full price, reflecting the very considerable enthusiasm for both media stocks and media properties that has developed in recent years (and that, in the case of some property purchases, has approached a mania). It's no field for bargains. However, our Cap Cities investment allies us with an exceptional combination of properties and people—and we like the opportunity to participate in size.
我们购入 Cap Cities 的价格并不便宜,这反映出近年来市场对媒体股票和媒体资产所积累的相当高涨的热情(在某些资产收购案例中,这种热情已近乎狂热)。这个领域已没有什么便宜货可捡。然而,我们对 Cap Cities 的投资,使我们得以与一个资产和人才俱佳的卓越组合结成同盟——而我们乐于以相当规模参与其中。
Of course, some of you probably wonder why we are now buying Cap Cities at $172.50 per share given that your Chairman, in a characteristic burst of brilliance, sold Berkshire's holdings in the same company at $43 per share in 1978-80. Anticipating your question, I spent much of 1985 working on a snappy answer that would reconcile these acts.
当然,你们中有些人或许会好奇:既然你们的董事长曾在1978至1980年间以每股43美元的价格卖出了 Berkshire 持有的同一家公司股票,我们为何现在又以每股172.50美元的价格买回?预料到这个问题,我在1985年花费了大量时间,努力构思一个能够自圆其说的机智答案。
A little more time, please.
请再宽限一点时间。
Acquisition of Scott & Fetzer
收购 Scott & Fetzer 公司
Right after yearend we acquired The Scott & Fetzer Company ("Scott Fetzer") of Cleveland for about $320 million. (In addition, about $90 million of pre-existing Scott Fetzer debt remains in place.) In the next section of this report I describe the sort of businesses that we wish to buy for Berkshire. Scott Fetzer is a prototype—understandable, large, well-managed, a good earner.
年底刚过,我们以约3.2亿美元收购了位于 Cleveland 的 The Scott & Fetzer Company("Scott Fetzer")。(此外,Scott Fetzer 原有约9000万美元债务仍保留原位。)在本报告的下一节中,我将阐述我们希望为 Berkshire 收购的企业类型。Scott Fetzer 正是这一标准的原型——业务易于理解、规模可观、管理出色、盈利能力良好。
The company has sales of about $700 million derived from 17 businesses, many leaders in their fields. Return on invested capital is good to excellent for most of these businesses. Some well-known products are Kirby home-care systems, Campbell Hausfeld air compressors, and Wayne burners and water pumps.
该公司旗下拥有17项业务,销售额约达7亿美元,其中许多在各自领域居于领先地位。大多数业务的投资资本回报率良好乃至出色。其中一些广为人知的产品包括:Kirby 家用清洁系统、Campbell Hausfeld 空气压缩机,以及 Wayne 燃烧器和水泵。
World Book, Inc.—accounting for about 40% of Scott Fetzer’s sales and a bit more of its income—is by far the company’s largest operation. It also is by far the leader in its industry, selling more than twice as many encyclopedia sets annually as its nearest competitor. In fact, it sells more sets in the U.S. than its four biggest competitors combined.
World Book, Inc.——约占 Scott Fetzer 销售额的40%、利润占比略高于此——是该公司迄今最大的业务板块。它同样是行业中的绝对领导者,每年销售的百科全书套数超过其最近竞争对手的两倍。事实上,它在美国的销售量超过其四大竞争对手的总和。
Charlie and I have a particular interest in the World Book operation because we regard its encyclopedia as something special. I've been a fan (and user) for 25 years, and now have grandchildren consulting the sets just as my children did. World Book is regularly rated the most useful encyclopedia by teachers, librarians and consumer buying guides. Yet it sells for less than any of its major competitors. Childcraft, another World Book, Inc. product, offers similar value. This combination of exceptional products and modest prices at World Book, Inc. helped make us willing to pay the price demanded for Scott Fetzer, despite declining results for many companies in the direct-selling industry.
Charlie 和我对 World Book 的业务怀有特别的兴趣,因为我们视其百科全书为真正与众不同之物。我已是它的忠实读者(和使用者)长达25年,如今我的孙辈们也和当年我的子女一样查阅这套书。World Book 被教师、图书馆员和消费者购买指南一再评选为最实用的百科全书,而其售价却低于所有主要竞争对手。World Book, Inc. 旗下另一产品 Childcraft 同样物超所值。正是 World Book, Inc. 卓越产品与亲民价格的结合,使我们愿意为 Scott Fetzer 支付所要求的价格——尽管直销行业中许多公司的业绩正在下滑。
An equal attraction at Scott Fetzer is Ralph Schey, its CEO for nine years. When Ralph took charge, the company had 31 businesses, the result of an acquisition spree in the 1960s. He disposed of many that did not fit or had limited profit potential, but his focus on rationalizing the original potpourri was not so intense that he passed by World Book when it became available for purchase in 1978. Ralph's operating and capital-allocation record is superb, and we are delighted to be associated with him.
Scott Fetzer 同样令我们心动的,是担任 CEO 长达九年的 Ralph Schey。当 Ralph 接手时,公司拥有31项业务,这是1960年代并购热潮的产物。他剥离了许多不合适或盈利潜力有限的业务,但他对整合这摊杂烩的专注,并未使他在1978年 World Book 可供收购时与之失之交臂。Ralph 在运营和资本配置上的记录堪称卓越,我们很高兴能与他携手共事。
The history of the Scott Fetzer acquisition is interesting, marked by some zigs and zags before we became involved. The company had been an announced candidate for purchase since early 1984. A major investment banking firm spent many months canvassing scores of prospects, evoking interest from several. Finally, in mid-1985 a plan of sale, featuring heavy participation by an ESOP (Employee Stock Ownership Plan), was approved by shareholders. However, as difficulty in closing followed, the plan was scuttled.
Scott Fetzer 收购案的来龙去脉颇为有趣,在我们介入之前已历经数番曲折。该公司自1984年初便公开宣布寻求买家。一家大型投资银行花费数月时间广泛接触数十位潜在买家,引起了几方的兴趣。最终,一份以员工持股计划(ESOP)大量参与为特色的出售方案于1985年中获得股东批准。然而,随后交割过程中出现困难,该方案最终告吹。
I had followed this corporate odyssey through the newspapers. On October 10, well after the ESOP deal had fallen through, I wrote a short letter to Ralph, whom I did not know. I said we admired the company's record and asked if he might like to talk. Charlie and I met Ralph for dinner in Chicago on October 22 and signed an acquisition contract the following week.
我一直通过报纸关注着这场企业奇遇记。10月10日,在 ESOP 方案宣告破产后不久,我给素不相识的 Ralph 写了一封简短的信。我说我们钦佩该公司的经营记录,并询问他是否有兴趣谈谈。Charlie 和我于10月22日在 Chicago 与 Ralph 共进晚餐,并在随后的一周内签署了收购合同。
The Scott Fetzer acquisition, plus major growth in our insurance business, should push revenues above $2 billion in 1986, more than double those of 1985.
Scott Fetzer 的收购,加上我们保险业务的重大增长,应能推动1986年的营业收入突破20亿美元,较1985年翻逾一倍。
Miscellaneous
其他事项
The Scott Fetzer purchase illustrates our somewhat haphazard approach to acquisitions. We have no master strategy, no corporate planners delivering us insights about socioeconomic trends, and no staff to investigate a multitude of ideas presented by promoters and intermediaries. Instead, we simply hope that something sensible comes along—and, when it does, we act.
Scott Fetzer 的收购,恰好说明了我们在并购上颇为随性的方式。我们没有宏观战略,没有企业规划师向我们呈递社会经济趋势的洞见,也没有专职人员去逐一审查各路推销者和中间人所呈递的众多想法。我们只是静待合理的机会自然浮现——一旦出现,便立即行动。
To give fate a helping hand, we again repeat our regular "business wanted" ad. The only change from last year's copy is in (1): because we continue to want any acquisition we make to have a measurable impact on Berkshire's financial results, we have raised our minimum profit requirement.
为了给命运助一臂之力,我们再次刊登我们惯常的"寻求收购"广告。与去年相比,唯一的变化在于第(1)条:由于我们一贯希望所进行的每一项收购都能对 Berkshire 的财务业绩产生可衡量的影响,我们已将最低盈利要求相应提高。
Here's what we're looking for:
以下是我们的收购标准:
(1)large purchases (at least $10 million of after-tax earnings),
规模可观(税后盈利至少达到1000万美元),
(2)demonstrated consistent earning power (future projections are of little interest to us, nor are "turn-around" situations),
经过验证的持续盈利能力(我们对未来预测兴趣寥寥,对"扭亏转型"情形亦然),
(3)businesses earning good returns on equity while employing little or no debt,
在几乎不负债或完全无债的情况下,实现良好股本回报率的企业,
(4)management in place (we can't supply it),
管理团队已就位(我们无法另行提供),
(5)simple businesses (if there's lots of technology, we won't understand it),
业务模式简单(若涉及大量技术,我们将难以理解),
(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).
明确的报价(若价格未知,即便是初步洽谈也是对双方时间的浪费,我们不愿如此)。
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. Indeed, following recent advances in the price of Berkshire stock, transactions involving stock issuance may be quite feasible. We invite potential sellers to check us out by contacting people with whom we have done business in the past. For the right business—and the right people—we can provide a good home.
我们不参与恶意收购。我们承诺严格保密,并能以极快的速度——通常在五分钟内——给出是否有意向的答复。我们倾向于以现金收购,但若所获得的内在业务价值与所付出的相当,亦会考虑以股票支付。事实上,随着近期 Berkshire 股价的上涨,涉及股票发行的交易或许相当可行。我们欢迎潜在卖方通过联系曾与我们有过业务往来的人士来了解我们的为人。对于合适的企业——以及合适的人——我们能够提供一个好的归宿。
On the other hand, we frequently get approached about acquisitions that don't come close to meeting our tests: new ventures, turnarounds, auction-like sales, and the ever-popular (among brokers) "I'm-sure-something-will-work-out-if-you-people-get-to-know-each-other". None of these attracts us in the least.
另一方面,我们经常收到各类根本不符合我们标准的收购接洽:新创企业、扭亏转型项目、拍卖式出售,以及在经纪人中常见的那套说辞——"我相信只要你们双方深入了解,一定能谈出点什么"。这些情形,我们一概毫无兴趣。
* * *
Besides being interested in the purchases of entire businesses as described above, we are also interested in the negotiated purchase of large, but not controlling, blocks of stock, as in our Cap Cities purchase. Such purchases appeal to us only when we are very comfortable with both the economics of the business and the ability and integrity of the people running the operation. We prefer large transactions: in the unusual case we might do something as small as $50 million (or even smaller), but our preference is for commitments many times that size.
除上述对整体收购企业的兴趣之外,我们同样有意以协议方式购入大额但非控股的股份,一如我们对 Cap Cities 的投资。此类收购仅在我们对企业的经济特质以及经营者的能力与诚信均高度认可的情况下,才会对我们产生吸引力。我们偏好规模较大的交易:在极为罕见的情形下,我们或许会参与5000万美元(甚至更小)规模的交易,但我们更倾向于规模数倍于此的承诺。
* * *
About 96.8% of all eligible shares participated in Berkshire's 1985 shareholder-designated contributions program. Total contributions made through the program were $4 million, and 1,724 charities were recipients. We conducted a plebiscite last year in order to get your views about this program, as well as about our dividend policy. (Recognizing that it's possible to influence the answers to a question by the framing of it, we attempted to make the wording of ours as neutral as possible.) We present the ballot and the results in the Appendix on page 69. I think it's fair to summarize your response as highly supportive of present policies and your group preference—allowing for the tendency of people to vote for the status quo—to be for increasing the annual charitable commitment as our asset values build.
约96.8%的合格股份参与了 Berkshire 1985年的股东指定捐赠计划。该计划的捐赠总额达400万美元,共有1,724家慈善机构受益。去年我们就该计划及我们的股息政策进行了一次问卷调查,以征询各位的意见。(考虑到问题的措辞方式可能影响答案,我们尽力使问卷措辞保持尽可能中立。)投票样本及结果载于第69页的附录。我认为可以公允地概括各位的反馈:对现行政策高度支持,而且——考虑到人们倾向于投票维持现状这一普遍心理——大家的集体偏好是随着我们资产价值的增长,逐步提高年度慈善承诺的规模。
We urge new shareholders to read the description of our shareholder-designated contributions program that appears on pages 66 and 67. If you wish to participate in future programs, we strongly urge that you immediately make sure that your shares are registered in the name of the actual owner, not in "street" name or nominee name. Shares not so registered on September 30, 1986 will be ineligible for the 1986 program.
我们敦促新股东仔细阅读第66至67页对股东指定捐赠计划的说明。若您希望参与未来的计划,我们强烈建议您立即确认您的股份已登记在实际所有者名下,而非以"街道名义"或代名人名义持有。截至1986年9月30日仍未按此方式登记的股份,将无资格参与1986年度计划。
* * *
Five years ago we were required by the Bank Holding Company Act of 1969 to dispose of our holdings in The Illinois National Bank and Trust Company of Rockford, Illinois. Our method of doing so was unusual: we announced an exchange ratio between stock of Rockford Bancorp Inc. (the Illinois National's holding company) and stock of Berkshire, and then let each of our shareholders—except me—make the decision as to whether to exchange all, part, or none of his Berkshire shares for Rockford shares. I took the Rockford stock that was left over and thus my own holding in Rockford was determined by your decisions. At the time I said, "This technique embodies the world's oldest and most elementary system of fairly dividing an object. Just as when you were a child and one person cut the cake and the other got first choice, I have tried to cut the company fairly, but you get first choice as to which piece you want."
五年前,依据1969年的《银行控股公司法》,我们被要求处置所持有的 Illinois 州 Rockford 市 The Illinois National Bank and Trust Company 的股权。我们的处置方式颇为独特:我们公布了 Rockford Bancorp Inc.(Illinois National 的控股公司)股票与 Berkshire 股票之间的交换比例,然后让每一位股东——我本人除外——自行决定是否将其全部、部分或不将 Berkshire 股份换成 Rockford 股份。我持有剩余的 Rockford 股票,因此我本人在 Rockford 的持股比例,正是由各位的决定所决定的。当时我说:"这一方法体现了世界上最古老、最朴素的公平分割之道。就像你小时候,一个人切蛋糕,另一个人先挑——我尽力将这家公司公平地切分,但你们拥有先选哪块的权利。"
Last fall Illinois National was sold. When Rockford's liquidation is completed, its shareholders will have received per-share proceeds about equal to Berkshire's per-share intrinsic value at the time of the bank's sale. I'm pleased that this five-year result indicates that the division of the cake was reasonably equitable.
去年秋天,Illinois National 完成出售。待 Rockford 的清算结束后,其股东每股所获得的收益,将约等于银行出售时 Berkshire 的每股内在价值。我很欣慰,这五年来的结果表明,当初蛋糕的切分是相当公平的。
Last year I put in a plug for our annual meeting, and you took me up on the invitation. Over 250 of our more than 3,000 registered shareholders showed up. Those attending behaved just as those present in previous years, asking the sort of questions you would expect from intelligent and interested owners. You can attend a great many annual meetings without running into a crowd like ours. (Lester Maddox, when Governor of Georgia, was criticized regarding the state's abysmal prison system. "The solution", he said, "is simple. All we need is a better class of prisoners." Upgrading annual meetings works the same way.)
去年我为我们的年度股东大会做了一番宣传,而各位也真的赴约而来。在逾3,000名注册股东中,有超过250人出席。与会者的表现一如往年,提出了你所期待于一群聪明而投入的所有者口中的那类问题。你可以参加许多场年度大会,却未必能遇到像我们这样的一群人。(Lester Maddox 担任 Georgia 州长期间,因该州糟糕的监狱系统饱受批评。他说:"解决方案其实很简单,我们只需要更高素质的囚犯。"提升年度大会的水准,道理如出一辙。)
I hope you come to this year's meeting, which will be held on May 20 in Omaha. There will be only one change: after 48 years of allegiance to another soft drink, your Chairman, in an unprecedented display of behavioral flexibility, has converted to the new Cherry Coke. Henceforth, it will be the Official Drink of the Berkshire Hathaway Annual Meeting.
我希望各位能出席今年的股东大会,大会将于5月20日在 Omaha 举行。届时只有一项变化:在对另一款软饮料忠诚长达48年之后,你们的董事长以一种史无前例的行为弹性,转而投向新款 Cherry Coke 的怀抱。自此,它将成为 Berkshire Hathaway 年度股东大会的官方饮品。
And bring money: Mrs. B promises to have bargains galore if you will pay her a visit at The Nebraska Furniture Mart after the meeting.
别忘了带上钱包:B太太承诺,若您在大会结束后前往 The Nebraska Furniture Mart 拜访她,必定能满载而归、捡到无数便宜货。
March 4, 1986
Warren E. Buffett
Chairman of the Board