William Ramsey, an executive at Blue Chip Stamps, stood in the office of Robert Flaherty as they both awaited a call. Moments earlier, Flaherty attempted to persuade Warren Buffett, majority owner of Blue Chip, to con­sider purchasing See’s Candy Shops Inc., a popular West Coast candy maker. Buffett turned them down—up until then, he was used to buying boring businesses on the cheap: banks, textile mills and insurance companies. Ramsey however, thought See’s was a great buy, and desperately tried to get Buffett back on the phone. Their sec­retary finally got hold of Buffett at his home in Omaha. He had reviewed the numbers, and liked what he saw.

William Ramsey 是 Blue Chip Stamps 的一名高管，正与 Robert Flaherty 一起在他的办公室里等待电话。就在几分钟前，Flaherty 试图说服 Blue Chip 的大股东 Warren Buffett 考虑收购西海岸知名糖果制造商 See’s Candy Shops Inc.。Buffett 当场拒绝——在那之前，他习惯以低价买入“乏味”的企业：银行、纺织厂和保险公司。然而 Ramsey 认为 See’s 很值得买，极力想把 Buffett 再次请回电话线。最终，他们的秘书在 Omaha 的家中联系上了 Buffett。他已经看过数据，并且很满意。

After consulting with Charlie Munger, Buffett’s friend and business partner, they were willing to make an offer. This would be Buffett’s biggest investment to date, and he wasn’t one to overpay for anything—the deal al­most fell through during negotiations, but the sellers finally accepted their proposal. The final price was $35 per share. With one million shares out­standing and $10 million in cash on the books, the net purchase price was $25 million. Blue Chip Stamps now owned 67.3 percent of See’s Candy Shops, with the remainder purchased from about 2,200 public holders in the months after. But one thing remained unfinished: who would run the com­pany? Buffett made it clear upfront that they wouldn’t be calling the shots at See’s. Suggested by the previous owner, Buffett, Munger and a friend named Rick Guerin met with Charlie Huggins—executive vice president and twenty-year veteran of See’s. After three hours of discussion, Buffett knew that Huggins was the man for the job.

在与朋友兼商业伙伴 Charlie Munger 商量后，他们决定出价收购。这将是 Buffett 当时最大的一笔投资，而他从不愿为任何东西多付钱——谈判过程中交易几乎告吹，但卖方最终接受了他们的方案。最终价格为每股 35 美元。在当时流通股为 100 万股且账面有 1,000 万美元现金的情况下，净收购价为 2,500 万美元。Blue Chip Stamps 由此持有 See’s Candy Shops 67.3% 的股份，剩余股份在随后数月从大约 2,200 名公众股东手中逐步买入。但仍有一件事未定：谁来管理公司？Buffett 事先明确表示，他们不会在 See’s 发号施令。按照原老板的建议，Buffett、Munger 和一位名叫 Rick Guerin 的朋友与 See’s 的资深高管 Charlie Huggins 会面——他是执行副总裁，在 See’s 工作了二十年。经过三个小时的讨论，Buffett 确认 Huggins 是最合适的人选。

历史

The first See’s Candy shop was opened in Pasadena, California in 1921 by Charles See and his mother, Mary See. Each made their own contributions: Mrs. See used the recipes she had created over the past fifty years of candy making; Charles had studied the me­thods of a successful chain of candy shops in their native Canada.

第一家 See’s Candy 店铺于 1921 年在加州 Pasadena 由 Charles See 和他的母亲 Mary See 开设。二人各有所长：See 太太用上了她五十年来制作糖果累积的配方；而 Charles 则研究了他们家乡加拿大一家成功连锁糖果店的经营方法。

Many customers remember the stores for their signature black and white motif, which started at this first store and was designed to resemble Mary See’s home kitchen. Under the leadership of Charles See, the com­pany steadily grew throughout Cali­fornia. They successfully navigated the business through the Great Depression and World War II, when sugar was se­verely rationed and customers lined up around the block to buy See’s limited amount of chocolates. By the time Charles died in 1949, the company had seventy-eight stores and two manufacturing plants: the original in Los Angeles, and a second in San Francisco.

许多顾客记得门店标志性的黑白配色——这是从第一家店开始的设计，旨在还原 Mary See 家中厨房的风格。在 Charles See 的带领下，公司在加州稳步扩张。他们经受住了大萧条和二战的考验——当时糖品受严格配给，顾客为买到 See’s 限量巧克力常常排队绕街。到 1949 年 Charles 去世时，公司已拥有 78 家门店和两座工厂：一家在洛杉矶（最初的工厂），另一家在旧金山。

Through the next two decades See’s Candy was run by Charles’ two sons, Laurance and Harry See. The brothers expanded the shops into neighboring states and grew the num­ber of locations to over 150 by the end of the ’60s. Two years after the death of Laurance See, his younger brother Harry no longer desired to run the business and sought to pursue other interests (he owned a vineyard in Napa Valley). After over a half century of family ownership, See’s was put up for sale. One of the several interested par­ties was Robert Flaherty, investment advisor to Blue Chip Stamps.

随后二十年，See’s Candy 由 Charles 的两个儿子 Laurance 和 Harry See 经营。兄弟俩将门店拓展至邻近州，到 60 年代末门店数超过 150 家。Laurance 去世两年后，弟弟 Harry 不再希望继续经营业务，转而追求其他兴趣（他在 Napa Valley 拥有葡萄园）。在家族拥有逾半个世纪后，See’s 被挂牌出售。Blue Chip Stamps 的投资顾问 Robert Flaherty 是几位潜在买家之一。

The sale was finalized in 1972, and See’s Candy Shops was now a subsidi­ary of Blue Chip. Not long after, Blue Chip would be folded into Berkshire Hathaway and See’s would become one of the first members of Warren Buffett’s cash generating conglome­rate. At first, employees and customers were worried that the new owners would change See’s for the worst. When the purchase was first publi­cized in the local papers, everyone now knew who the buyer was, and people didn’t have a lot of respect for them (Blue Chip had recently been through an antitrust case). Charlie Huggins was in charge of the transition, and recalled that he spent a lot of time “… dealing with customers who were concerned, mad that the family had sold and now [they were] in the hands of a company that would ruin See’s.” Angry patrons would send hate mail—claiming the candy was bad, and See’s had somehow changed it.  It took Huggins almost two years to convince loyal customers and employees that nothing had changed, and that product quality and customer service would be better than ever.

交易于 1972 年完成，See’s Candy Shops 成为 Blue Chip 的子公司。不久之后，Blue Chip 并入 Berkshire Hathaway，See’s 也成为 Warren Buffett 现金创造型企业集团的早期成员之一。起初，员工和顾客担心新老板会把 See’s 搞糟。当地报纸披露买家身份后，人人都知道了是谁，而且公众对他们并不太尊重（Blue Chip 最近卷入过一起反垄断案件）。Charlie Huggins 负责交接，他回忆自己花了大量时间去“……安抚那些担心的顾客，他们愤怒于家族把公司卖掉，而现在公司落入一家会毁掉 See’s 的企业之手”。愤怒的顾客会寄来谩骂信——声称糖果变坏了，See’s 不知为何“变了”。Huggins 花了将近两年时间才让忠诚的顾客和员工相信，一切并未改变，而且产品质量和客户服务将比以往更好。

In the first year of operation under new ownership, See’s sold about s­e­venteen million pounds of candy for just over $31 million. This number continued to grow steadily under the shrewd management of Charlie Huggins. Fourteen years after his promotion, Huggins remained modest. “Our candy is a third of the price of say, Godiva chocolates,” he told a local paper. “They do a wonderful packaging job, though. Consumers seem to think that if the box is beautiful, the candy inside must be just as good. But quality wise, we feel that we’re at least their equal.”

在新东家接手后的第一年，See’s 卖出了大约 1,700 万磅糖果，销售额略高于 3,100 万美元。在 Charlie Huggins 精明的管理下，这一数字稳步增长。升任十四年后，Huggins 依旧谦逊。他对当地媒体说：“我们的糖果大概是（比如）Godiva 巧克力价格的三分之一。不过他们在包装上做得很出色。消费者似乎认为盒子漂亮，里面的糖果就同样出色。但就品质而言，我们觉得至少与他们不相上下。”

At the close of the twentieth century, See’s Candies had expanded to over two-hundred-fifty black-and-white shops across the United States, a majority of which were located in Cal­ifornia. Since the acquisition, this represented an average of over three successful store openings a year. Customers purchased thirty-three million pounds of candy annually, giving the company earnings of $73 million on $306 million in sales (to put this in perspective, thirty-three million pounds of candy equated to almost one-pound of candy per resident of California at the time).

到二十世纪末，See’s Candies 已在全美扩张至 250 多家黑白门店，其中多数位于加州。自被收购以来，这相当于平均每年成功新开三家以上门店。顾客每年购买 3,300 万磅糖果，公司在 3.06 亿美元的销售额上实现 7,300 万美元利润（换个角度看，3,300 万磅糖果几乎相当于当时加州每位居民一磅糖）。

经理

Charles N. Huggins regularly made inspections of the See’s factories—calling workers by their first names and taste testing chocolates, carefully “measuring” their quality and consistency. Naturally, See’s encourages all employees to eat as much candy as they like. It’s Huggins’ belief that any employee who loves a certain variety of candy will express that love in their work, and ultimately to the customers.

Chuck was born in Vancouver, Canada and first began working at See’s in 1951, when he was twenty-six years old. His first supervisor was Ed Peck, the general manager in San Francisco. As the company expanded, Huggins continued to work his way up the ranks, earning the trust of the See family. By the time Huggins was handed the role of Chief Executive Officer in 1971, he had worked in various positions at the company for over two decades. Almost immediately, Warren Buffett knew that Huggins was the right man for the job: “It took me fifteen seconds to decide to make Chuck C.E.O. and President, and to this day I wonder why it took so long.” There is no doubt that without Charlie at the helm, See’s wouldn’t be where it’s at today.

Chuck 出生于加拿大 Vancouver，1951 年、26 岁时进入 See’s 工作。他的第一位上司是位于 San Francisco 的总经理 Ed Peck。随着公司扩张，Huggins 不断升迁，赢得了 See 家族的信任。到 1971 年 Huggins 被任命为首席执行官时，他已在公司多个岗位工作了二十余年。几乎在第一时间，Warren Buffett 就认定 Huggins 是这份工作的最佳人选：“我只用了十五秒就决定让 Chuck 出任 CEO 和总裁，直到今天我还在想，为什么要花这么久。”毫无疑问，没有 Charlie 掌舵，就没有今天的 See’s。

Over the years Huggins led by the following management tenets: 1) Concentrate the efforts of all employees to attain ever-increasing excellence in cus­tomer service and product quality; and 2) Never compromise quality ingredients or service over profits. Commenting on his style of management, Huggins listed a number of traits that were essential to his success: the ability to solve problems, the desire to learn, curiosity, discipline, creativity and patience.

多年来，Huggins 坚持如下管理信条：1）集中全体员工之力，不断提升客户服务与产品质量的卓越水平；2）绝不为利润而牺牲原料与服务质量。谈到自己的管理风格，Huggins 列举了促成其成功的关键特质：解决问题的能力、求知欲、好奇心、纪律性、创造力与耐心。

Huggins was a “Level 5” leader, as characterized by Jim Collins in the book “Good to Great,” in all respects. He was an insider who knew the business well and was fanatically driven toward results. He channeled ambition into the company, not himself, and blended personal humility with strong professional will. Asked to explain See’s business, Huggins said, “It’s about the customers. It’s about making sure the customer is pleased, whatever it may take, no matter how outrageous. … There are certain things we do inadvertently… where we dissatisfy the customer. And when that happens, we always admit that we blew it, and ask what we can do to make it right. And then we stand on our heads until we get that done.”

按照 Jim Collins 在《Good to Great》中的界定，Huggins 方方面面都是一位“第五级”领导者。他精通业务、对结果近乎偏执地追求，把野心导入公司而非个人，将谦逊与强大的职业意志融合在一起。被问及如何解释 See’s 的业务时，Huggins 说：“一切关乎顾客。无论付出什么代价、无论看起来多么离谱，都要确保顾客满意。……有些事我们会无意间做错……从而让顾客不满意。一旦发生这种情况，我们总是承认是我们搞砸了，并询问该如何补救。然后我们倒立着去把它做到位。”

护城河

Quality is one of the most impor­tant aspects of See’s advantage over competitors and a key element in the marketing of their products. See’s chocolates are all preservative-free, and each box has the date and location in which it was filled so that the cus­tomer can see that they are getting the freshest product. Ingredients from suppliers are carefully examined by Quality Assurance teams at the factories for microbiologic compliance and purity. The See’s Candy brand name is the moat that ensures See’s will continue to be the dominant chocolate producer on the West Coast for years to come.

质量是 See’s 相较竞争对手的最重要优势之一，也是其产品营销的关键要素。See’s 的巧克力全部不含防腐剂，每盒都标注灌装日期与地点，以便顾客确认获得的是最新鲜的产品。供应商提供的原料由工厂的质量保证团队严格检验其微生物合规性与纯度。See’s Candy 的品牌名称本身就是护城河，确保 See’s 在未来多年继续作为西海岸的主导巧克力生产商。

Commenting on these advantages, Charlie Munger says that “…in some businesses, the very nature of things is a sort of cascade toward the overwhelming dominance of one firm. It tends to cascade into a winner-take-all result.” Product quality is just one of the many contributors (albeit a very important one) to the brand—along with customer service, store image and the public’s mental perception of the product. A few non-candy examples illustrate this point: Most people would much rather be seen drinking their latte from a cup brandishing the green Starbucks logo than from some other generic brand. A loving husband could probably find a diamond necklace for his wife a lot cheaper off the internet—but if he handed her a similar necklace encased in a robin’s-egg-blue box from Tiffany & Co., she’d know that he loved her. And likewise, come February 14, your significant other won’t think twice about where that heart-shaped box of chocolates will come from—after noticing the See’s “Famous Old Time” Candies logo on the front, the box doesn’t even need to be opened.

谈及这些优势，Charlie Munger 说：“……在某些行业，事物的本质会产生一种级联效应，最终导致某一家公司的压倒性统治。它往往会走向赢家通吃的结果。”产品质量只是塑造品牌的众多要素之一（尽管极其重要），与之并列的还有客户服务、门店形象以及公众对产品的心理认知。几个非糖果的例子能说明这一点：多数人更愿意被看到手持印有绿色 Starbucks 标识的拿铁杯，而不是某个无名品牌的杯子；一位体贴的丈夫大可以在互联网上更便宜地买到一条钻石项链——但如果他把类似的项链装在 Tiffany & Co. 的“知更鸟蛋蓝”盒子里递给她，她就会知道他很爱她。同样地，到了 2 月 14 日，你的另一半也不会犹豫那盒心形巧克力来自哪里——只要看到盒面上的 See’s “Famous Old Time” Candies 标识，这盒子甚至都无需打开。

Marketing plays a huge role in this perception. Customers know that the three-word motto “Quality Without Compromise” is not taken lightly at See’s. Buffett constantly reminded Charlie Huggins about what they were really selling—“Maybe the grapes from a little eight-acre vineyard in France are really the best in the whole world, but I have always had a suspicion that about 99% of it is in the telling and about 1% is in the drinking.” In 1989, after an 8% year-over-year increase in pounds sold (a very high number for same-store growth); Buffett explained that shrewd advertising was the cause. That year, advertising expenditures had been increased from $4 million to $5 million. “When business sags,” says Buffett, “we spread the rumor that our candy acts as an aphrodisiac. Very effective. The rumor, that is; not the candy.”

营销在这种认知中发挥着巨大作用。顾客知道，三词座右铭“Quality Without Compromise”（质量绝不妥协）在 See’s 并非口号。Buffett 经常提醒 Charlie Huggins 他们真正出售的是什么——“也许法国某个八英亩小葡萄园的葡萄真是全世界最好的，但我总怀疑其中 99% 在于讲述，只有 1% 在于品饮。”1989 年，See’s 销量（以磅计）同比增长 8%（对于同店增长而言是非常高的数字）；Buffett 解释说这是精明广告的结果。那一年广告支出从 400 万美元提高到 500 万美元。“当生意低迷时，”Buffett 说，“我们就散布一个传闻：我们的糖果具有催情作用。非常有效。指的是传闻本身；不是糖果。”

Another reason that See’s was able to grow so successfully throughout the years was their astute real estate planning. During the 1950s, population growth in California resulted in an even larger increase in suburban development. It was during this period of suburban expansion that the modern day shopping mall was born. Laurance See recognized the potential of malls and expanded See’s into new developments locally, and for the first time, outside of California. For stand-alone stores, the See brothers would attempt to place them on the shady side of downtown roads, assuming that people are more likely to walk on that side of the street when it’s hot outside. Throughout the years, See’s has been very careful not to expand too quickly and only open a location when it makes sense. “The ordinary company puts in too many stores,” says Charlie Munger. “You have this huge overhead you’re carrying through July and August, and you just can’t get well at Christmas. But See’s has always had the discipline of knowing their own business.”

See’s 多年来能成功增长的另一原因，是其精明的房地产布局。20 世纪 50 年代，加州人口增长带来了更大规模的郊区开发。现代购物中心即诞生于这一郊区扩张时期。Laurance See 识别出商场的潜力，将 See’s 在本地的新开发项目中扩张，并首次走出加州。对于独立门店，See 兄弟会尽量把店开在市中心道路的阴面，假设天气炎热时人们更愿意走在那一侧。多年里，See’s 一直谨慎避免扩张过快，只在合适的时候开店。正如 Charlie Munger 所说：“普通公司把店铺开得太多。你在七八月背负着巨额固定成本，到了圣诞节也回不过来。而 See’s 始终有自知之明的自律。”

In hindsight, See’s would become one of Warren Buffett’s most important investments. The com­pany had all the traits that he would later look for when making a purchase: a family owned, well managed business with strong competitive ad­vantages and little need for additional capital.

回过头看，See’s 成为了 Warren Buffett 最重要的投资之一。该公司具备他后来做收购时所看重的全部特征：家族所有、管理良好、竞争优势显著且对新增资本需求很小。

第二部分

See’s Candies was a fantastic business. Buffett and Munger couldn’t have asked for much better. With Chuck Huggins, the See’s brand name, and the superior economics of the candy industry, they got the whole package for $25 million. But ultimately, the success of any investment comes down to the price paid relative to the value received. Was paying 12.5 times after-tax earnings justifiable? In hindsight, the investment turned out to be more than acceptable. Assuming See’s Candy could have been sold in 1999 for the same 12.5 times multiple, and factoring in the approximate cash that it distributed over the years, Berkshire Hathaway’s pre-tax internal rate of return would be just under 35 percent. This is for a period of twenty-eight years during which the S&P 500 returned 14 percent annually, including dividends.

See’s Candies 是一家极好的企业。Buffett 和 Munger 再难找到更好的了。凭借 Chuck Huggins、See’s 的品牌名号以及糖果行业优越的经济特性，他们用 2,500 万美元买到了一整套“组合”。但归根结底，任何投资的成败都取决于所付价格与所获价值的相对关系。以税后利润的 12.5 倍买入是否合理？事后看，这笔投资远不止“可以接受”。假设到 1999 年以同样的 12.5 倍倍数出售 See’s Candy，并计入这些年间分配的现金，Berkshire Hathaway 的税前内部收益率将接近 35%。而在同一 28 年期间，S&P 500（含股息）的年化收益约为 14%。

One can learn only so much by assessing investments through the rearview mirror. Nassim Nicholas Taleb, author of “The Black Swan,” says it best: “History seems clearer and more organized in history books than in empirical reality.” To attempt to avoid this retrospective distortion, I find it best to examine investments within the context of when they were purchased. In this situation, the evolution of Buffett and Munger’s investment methods played a key role in their decision to purchase See’s Candies.

仅靠“后视镜”评估投资能学到的有限。The Black Swan 的作者 Nassim Nicholas Taleb 说得最好：“历史在历史书中看起来比在经验现实中更清晰、更有条理。”为尽量避免这种事后失真，最好将投资放回其买入时的情境加以审视。在本案中，Buffett 和 Munger 投资方法的演进在他们决定收购 See’s Candies 的过程中起到了关键作用。

商誉

When Warren Buffett began his investing career, he paid little attention to qualitative factors in investment decisions. Buying tangible assets for much less than they were worth was his bread and butter. Benjamin Graham, Buffett’s mentor, played a large role in these views. Graham taught that investments should be made only when the business can be purchased at a large discount to its tangible value (hard assets like cash, inventory and property).

Warren Buffett 刚开始投资生涯时，在投资决策中并不太关注定性因素。以远低于价值的价格买入有形资产是他的“家常便饭”。Buffett 的导师 Benjamin Graham 对这一观点影响甚大。Graham 教导说，只有当一项业务能以显著低于其有形价值（如现金、存货和不动产等硬资产）的价格买下时，才应进行投资。

Toward the later years of the Buffett Partnership, Buffett began to move away from buying companies solely on a quantitative basis. In 1968, he wrote to his partners, “When I am dealing with people I like, in businesses I find stimulating (what business isn’t?), and achieving worthwhile overall returns on capital employed (say, 10-12%), it seems foolish to rush from situation to situation to earn a few more percentage points.” This transition was brought about by a combination of Buffett’s experience in dealing with struggling businesses, and the growth in his base of capital to invest. Other influences on this change of style were Philip Fisher, author of “Common Stocks and Uncommon Profits,” and Buffett’s partner, Charlie Munger. Munger has cited See’s role in the evolution of Buffett’s investment thinking:

到了 Buffett Partnership 的后期，Buffett 开始不再仅凭量化标准去买公司。1968 年，他在致合伙人的信中写道：“当我与我所喜欢的人合作，从事让我感到兴奋的业务（哪门生意不兴奋？），并在所用资本上取得值得的总体回报（比如 10%—12%）时，为了再多挣几个百分点而从一个机会匆忙赶往另一个机会，似乎很愚蠢。”这种转变既源于 Buffett 处理困境企业的经验，也来自他可运用资本规模的增长。推动这种风格变化的其他影响，还有 Common Stocks and Uncommon Profits 的作者 Philip Fisher，以及 Buffett 的合伙人 Charlie Munger。Munger 曾特别提到 See’s 在 Buffett 投资思维演进中的作用：

Munger’s point was that it’s much easier to buy a good business and watch it grow, than to buy a deeply discounted but struggling business and spend time, energy, and more money setting it straight. When estimating the intrinsic value of a business, there are two categories of assets that must be valued: physical/tangible assets, and intangibles like economic Goodwill. Valuing the latter is the tricky part, and isn’t just a matter of checking the balance of “Goodwill” on the balance sheet. Buffett discussed the nature of economic Goodwill, using the See’s purchase as an example, in the 1983 Berkshire Hathaway Annual Report:

Munger 的要点是：买入一家好企业并见证其成长，要远比买入一家虽折价很深却在挣扎的公司、再投入时间精力与更多资金去“扶正”来得容易。在估算企业内在价值时，必须对两类资产估值：实体/有形资产，以及像经济性商誉这类无形资产。难点在于后者，并非只看资产负债表上“Goodwill”的账面余额。Buffett 在 1983 年 Berkshire Hathaway 年报中以收购 See’s 为例，讨论了经济性商誉的本质：

When a company earns a market rate of return (or “cost of capital” in finance textbooks) on its invested capital, it should be worth the market value of its net tangible assets—no more, no less. But when a business like See’s Candy can sustain high returns on capital, it should be valued much higher than its tangible net-worth (depending on the extent of the excess returns). The difference between this tangible book value and true intrinsic value is what Buffett calls economic Goodwill. If it were recorded as an asset on the balance sheet, it would represent intangibles like See’s brand name, its “mind share” among customers, and other aspects of See’s competitive advantages (detailed in Part I). Unlike property and equipment, this asset requires little in the way of maintenance expenditures—as long as See’s keeps doing what they’re doing, economic Goodwill won’t degrade with time. With minimal reinvestment, this Goodwill should continue to produce excess profits well into the future.

当一家公司在其投入资本上只能获得市场回报率（或财务教科书里的“资本成本”）时，它应当只值其净有形资产的市场价值——不多也不少。但当一家企业（如 See’s Candy）能持续在资本上获得较高回报时，它的价值就应远高于其有形净值（高出多少取决于超额回报的幅度）。这种“有形账面价值”与“真实内在价值”之间的差额，就是 Buffett 所称的经济性商誉。若把它记作资产，它代表的是 See’s 的品牌名号、顾客心智中的“mind share”，以及 See’s 竞争优势的其他方面（详见第一部分）。与房产和设备不同，这项资产几乎不需要维护性支出——只要 See’s 按既定方式持续经营，经济性商誉不会随时间而减损。只需很少的再投资，这种商誉就能在未来长期持续创造超额利润。

Although never putting this concept fully into practice, Benjamin Graham was no stranger to economic Goodwill. In his book “Security Analysis,” Graham writes:

尽管未将这一概念完全付诸实践，Benjamin Graham 对经济性商誉并不陌生。他在 Security Analysis 一书中写道：

增长

At the time of purchase in 1972, See’s Candy had $8 million in net tangible assets and after-tax earnings of $2 million, giving it a return on invested capital of 25 percent. To justify the $25 million price tag, See’s would have to not only sustain their excellent performance, but grow the business and generate sufficient free cash flows to fund future growth. Regarding the second criteria, See’s passed with flying colors. Growth in earnings was another issue, but let’s first examine the benefits of a high return on capital business.

在 1972 年收购时，See’s Candy 拥有 800 万美元的净有形资产和 200 万美元的税后利润，投入资本回报率为 25%。要对 2,500 万美元的价格给出合理性，See’s 不仅需要维持其优异表现，还必须实现业务增长并产生足够的自由现金流以资助未来扩张。就第二项标准而言，See’s 表现出色。利润增长则是另一回事，但我们先来考察高资本回报型企业的优势。

Compared to a company that has a low or average return on its assets, See’s has the ability to grow sales with little need for additional capital. Even without growth, physical assets of any business will need to be replaced over time whether motivated by competition or continuous inflation. Sales growth through any method will eventually require a subsequent increase in working capital. And when this time comes, See’s will have to put only a small portion of its earnings back into the business—which yields greater free cash flow and hence more value to owners. At this point, the astute reader may ask: why not reinvest all the profits, and grow at a much faster rate than those with lower returns? Depending on the business, this is usually the preferable option. But at See’s, growth is more difficult (more below) and would come at the cost of sacrificing profit. Buffett has commented that they’ve tried many times to put more money into See’s—but to no avail. Return on invested capital may continue to improve, but return on incremental capital invested is what matters most for a growing business. And with Warren Buffett allocating capital, current profitability won’t be sacrificed for diminishing rates of return. In the 1991 Berkshire Annual Report, Buffett talked about See’s and the allocation of its free cash flow:

与资产回报率低或一般的公司相比，See’s 凭借很少的新增资本就能推动销售增长。即便没有增长，任何企业的实体资产也会随着时间推移因竞争或持续通胀而需要更替。通过任何方式实现的销售增长，最终都需要相应增加营运资本。届时，See’s 只需将利润的一小部分再投入业务——从而带来更高的自由现金流，也就为所有者创造了更高价值。此时精明的读者可能会问：为何不把全部利润都再投资，从而以远高于低回报企业的速度增长？依企业而定，这通常是更优选择。但在 See’s，增长更为困难（下文详述），而且会以牺牲利润为代价。Buffett 评论说他们多次尝试向 See’s 投入更多资金——无果而终。投入资本回报率或可继续提升，但对一家成长型企业而言，最重要的是“增量投入资本回报”。而在由 Warren Buffett 负责资本配置的前提下，现有盈利性不会为递减回报率所牺牲。Buffett 在 1991 年 Berkshire 年报中谈到 See’s 及其自由现金流的配置：

As mentioned in Part I, over a period of twenty-seven years after the acquisition, See’s had an average of three net store openings a year (since then almost a fifth of total stores have been closed). This may sound like sufficient enough growth, but compare this to modern-day examples like Starbucks—which last year alone opened 2,199 stores. One cause of this discrepancy is the growth rate of each industry—unlike See’s, Starbucks practically created the market for their product and they continue to grow into it. (The market for premium chocolates is expected to reach $1.8 billion in 2008.) The slow growth rate frustrated Buffett at times as he remarked that they “…regard the most important measure of retail trends to be units sold per store rather than dollar volume.” Despite this volume problem, See’s was able to grow earnings in other ways: the most important of them being the ability for the “dollar volume” to rise whilst the unit volume remained steady.

正如第一部分所述，在收购后的 27 年里，See’s 平均每年净增开 3 家门店（其后总门店数中约五分之一已关闭）。这听起来似乎增长充分，但与当代的 Starbucks 相比就相形见绌——后者仅在去年就新开了 2,199 家店。造成差异的一个原因是各自行业的增长速度——不同于 See’s，Starbucks 几乎是创造了其产品的市场，并持续向其中扩张。（高端巧克力市场预计在 2008 年达到 18 亿美元。）缓慢的增长率有时令 Buffett 感到沮丧，他曾表示他们“……认为零售趋势最重要的衡量标准是每店售出数量而非美元额”。尽管存在销量难题，See’s 仍能通过其他方式提升盈利：其中最关键的是在“单位销量”保持稳定的同时，让“美元销售额”上升。

The most basic determinants of revenue are price and volume. To grow sales and consequently earnings, you’ll have to either raise prices, or sell more products. Early on Buffett realized that See’s was well suited to grow through the former method. “In our See’s purchase,” he commented in the 1991 Annual Report, “Charlie and I had one important insight: We saw that the business had untapped pricing power.” Customers aren’t shopping at See’s because of its low prices. As long as quality is uncompromised, paying a dollar more than you did last Valentine’s Day isn’t a problem. If costs of ingredients go up, prices go up. Inflation? Not a problem at See’s. This ability to continually raise prices without interruption in unit sales is a tremendous advantage over products in other industries. Over the years, these price increases have supplied a majority of the close to 9 percent compounded growth in earnings—despite the second-rate growth in store base and unit volume.

收入最基本的决定因素是价格与数量。要提升销售额并进而提高利润，你要么提价，要么多卖。早期 Buffett 就意识到，See’s 非常适合通过前一种方式增长。“在我们收购 See’s 时，”他在 1991 年年报中评论道，“Charlie 和我有一个重要洞见：我们看到这门生意尚未被发掘的定价权。”顾客并不是因为低价而去 See’s 购物。只要质量不打折，比去年的情人节多付一美元并不成问题。原料成本上升？那就提价。通胀？在 See’s 不是难题。能在不打断单位销量的情况下持续提价，相较于其他行业的产品，是巨大的优势。多年来，这些提价贡献了接近 9% 复合盈利增长的大部分——尽管门店基数与单位销量增长并不出色。

Advertising is another way to maintain and grow a business’s Goodwill. One advantage that See’s and other candy companies have is they can distribute marketing costs over a shorter amount of time. Instead of selling ads throughout the year, the holiday season is all that’s necessary. Over half of annual chocolate sales are made between Thanksgiving and New Year’s Eve. The month of De­cember alone accounts for about 90 percent of annual profits. During Christmas and Easter, the See’s factory in San Francisco gets sev­eral tanker trucks full of melted choco­late on a daily basis (See’s was the first candy company to come up with this method of delivery).

广告是维护与提升企业“Goodwill”的另一种方式。See’s 及其他糖果公司的一个优势在于，它们可以在更短的时间窗口内摊销营销成本。不必全年投放广告，只需节假日旺季即可。全年超过一半的巧克力销售发生在感恩节至新年前夜之间。仅 12 月一月就贡献了约 90% 的年度利润。圣诞节与复活节期间，See’s 位于 San Francisco 的工厂几乎每天都会接收几辆装满融化巧克力的油罐车（See’s 是首家提出这种配送方式的糖果公司）。

See’s Candy was the ultimate example of paying a fair price for a quality business (it’s when people are willing to pay any price for a quality business that gets them into trouble). The qualitative factors are many, but the combination of high returns on capital and steady growth through price increases played a key role in the success of the investment. So the next time you’re given the opportunity to invest in a business of similar quality to See’s—at a price of only twelve-and-a-half times earnings—don’t hesitate to back up the truck. ♦

See’s Candy 是以公允价格买入优质企业的极致范例（真正让人栽跟头的是为优质企业付出“任何价格”）。定性因素很多，但“高资本回报＋通过提价实现的稳定增长”的组合在这笔投资的成功中发挥了关键作用。因此，下次当你有机会以仅 12.5 倍盈利的价格投资一家与 See’s 质量相当的企业时——别犹豫，大举买入。♦

Originally posted on the Gannon on Investing site on 9/12/2007.

最初发表于 2007 年 9 月 12 日的 Gannon on Investing 网站。