On 14th June 2016 Wang Buqiang prepared a proposal for the restructuring of Endushantum which referred to Ms. Zhao as “the actual controller of Endushantum”. This proposal also included reference to the incentive plan for Lunan’s management. 2016年6月14日,王步强准备了重组Endushantum的备忘录,其中称赵女士为“Endushantum的实际控制人”,该备忘录还提及了给鲁南管理层的激励计划。
On 1st August 2016 Ms. Zhao attended the board meeting of Lunan, she says in her capacity as beneficial owner of Endushantum. At the board meeting the setting up of an employee incentive plan was discussed, but no final decision was made. 2016年8月1日赵女士参加了鲁南的董事会会议,按照赵女士的说法,她是作为Endushantum的受益人参加的。在董事会会议上,大家讨论了员工激励计划,但是没有做出任何决定。
On 5th August 2015 Mrs. Wei transferred the two issued shares in Endushantum to Jade Value. The same day 44,998 new shares in Endushantum were issued to Jade Value and 5,000 to Zhongzhi. Ms. Zhao was not told of this. 2015年8月5日,魏女士将2股已经发行的Endushantum股权转让给Jade Value,同一天,Endushantum对Jade Value发行了44998股,对Zhongzhi发行了5000股,未告知赵女士这件事情。
On 16th August 2016 Endushantum, on Mrs. Wei’s instructions, paid Ms. Zhao $687,000. Ms. Zhao says that Wang Jianping and Wang Buqiang were aware of the payment. On 5th September 2016 Ms. Zhao paid Wang Jianping $8,800 described in the transfer as a “trust fee”, although the explanation given her was that it was an “annual company maintenance fee”. 2016年8月16日,按照魏女士的指示,Endushantum支付了赵女士68.7万美元,赵女士说王建平和王步强知晓这一支付。2016年9月5日赵女士支付了王建平8800美元,备注是信托费,但是通知她的是每年公司维持费。
On 25th September 2016 Hengde was incorporated. Wang Jianping was the only director and shareholder. 2016年9月25日Hengde注册成立,王建平是唯一的董事和股东。
On 20th November 2016, Mrs. Wei as settlor executed a deed establishing the “Banyan Tree Trust”. She appointed Hengde as trustee to manage the trust property, which comprised all the shares in Jade Value. The original beneficiaries of the trust were Ms. Zhao and Wang Jiaoming, the daughter of Mrs. Wei and Wang Jianping. Wang Jianping was the protector with a power to add and remove beneficiaries. 2016年11月20日魏女士作为委托人签署证书建立Banyan Tree信托,任命Hengde为受托人管理信托财产,信托财产包括Jade Value全部股权。初始受益人是赵女士和Wang Jiaoming,Wang Jiaoming是王建平和魏女士的女儿,王建平是保护人,可以增加和移除信托收益人。
In December 2016 Shandong NT purchased all the shares in Better and Hope from Endushantum and Lunan for RMB 115 million. 2016年12月山东NT以人民币1.15亿元的价格自Endushantum 和鲁南收购了Better和Hope全部的股权。
On 15th February 2017 Mrs. Wei transferred the shares in her name in Jade Value to Hengde. (Mrs. Wei had earlier on 18th December 2016 executed an identical share transfer which does not appear to have been actioned. Nothing turns on the date.) 2017年2月15日魏女士将其名下Jade Value股权转移给Hengde。(魏女士之前在2016年12月18日还只做了转移同一批股权的文书,但是没有实际执行。)
By this time there was worsening tension between the directors of the board of Lunan. One faction (“the Guimin camp”) comprised the chairman, Zhang Guimin, Zhu Bingfeng, Li Bing and Su Ruiqiang. The other (“the Zeping camp”) comprised Zhang Zeping, Li Guangzhong and Wang Buqiang. The Zeping camp were dissatisfied with the direction in which Zhang Guimin was taking Lunan. They wanted to remove him as chairman. On 19th February 2017 they had approached Wang Jianping with a view to retaining him as their lawyer in the upcoming corporate battle. 在这个时候,鲁南的董事会开始严重分裂,一个派系,贵民派,包括董事长张贵民以及Zhu Bingfeng、Li Bing和Su Ruiqiang,另一个派系,泽平派包括张泽平、Li Guangzhong和王步强。泽平派不满张贵民正在控制鲁南,想撤换掉这个董事长,2017年2月19日他们找到王建平,雇佣他为马上到来的控制权战争中的律师。
On 20th February 2017 there was a meeting in KWM’s Beijing offices between Ms. Zhao and Wang Jianping, where Ms. Zhao learnt for the first time of the existence of the Banyan Tree Trust and its terms. She was given a copy of the trust deed. Wang Jianping wanted her to sign a document to ensure that her interest in the trust would pass on her death to her (Ms. Zhao’s) daughter, but Ms. Zhao refused. 2017年2月20日,在金杜北京办公室赵女士和王建平见面,赵女士第一次知晓了Banyan Tree信托及其条款,她获得了信托证书的复印件,王建平希望赵女士签署文件让她在信托文件中的利益可以在她死后转移给赵女士的女儿,但是赵女士拒绝了。
On 27th February 2017, Ms. Zhao sent Wang Jianping via WeChat a query about the relevance of Jade Value to Endushantum. Originally Wang Jianping said that Jade Value held all the shares in Endushantum, but then corrected that to say that Jade Value held 90 per cent, with 10 per cent held by a management company owned by himself, Wang Buqiang and Zhang Guimin. That management company was Zhongzhi. 2017年2月27日,赵女士通过微信向王建平询问Jade Value和Endushantum的关系,一开始王建平说Jade Value持有Endushantum全部股权,然后纠正说Jade Value持有90%,另外10%被他、王步强和张贵民拥有的一个公司持有,这个公司就是Zhongzhi。
Ms. Zhao says that these revelations destroyed her confidence in Wang Jianping. She threated to sue Wang Jianping. In return Wang Jianping offered to resign as protector of the Banyan Tree Trust and appoint Ms. Zhao’s mother as the protector. The following day, 28th February 2017, Ms. Zhao was sent a renunciation by Wang Jiaoming of her interest in the Banyan Tree Trust, purportedly dated 1st February 2017, but probably backdated from 27th or 28th February. 赵女士说这些信息摧毁了她对王建平的信任,她威胁起诉王建平,王建平提议她辞去Banyan Tree信托保护人的职务,改由赵女士的母亲担任。第二天,2017年2月28日,赵女士收到了Wang Jiaoming放弃Banyan Tree信托信托利益的文件,日期为2017年2月1日,但可能是从2月27日或28日倒签的。
On 27th February 2017, Ms. Zhao gave an instruction to Lunan stating that she was the only legitimate owner of Endushantum and Endushantum’s property. She said: “I hereby entrust my mother to manage the dividend collection on my behalf. I no longer empower Sharon Wei to do so.” Zhang Guimin sent this to the Finance Department with the instruction: “Please handle accordingly.” Wang Buqiang saw this. 2017年2月27日,赵女士指示鲁南她是Endushantum和Endushantum的财产的唯一合法所有者,她说:“我在此委托我的母亲代表我收取股息,我不再授权魏女士这么做了。”张贵民转发财务部,批注“请按此办理。”王步强亲眼看到。
On 2nd March 2017 the Zeping camp gave notice of a meeting of the board of Lunan to discuss removing Zhang Guimin as chairman. Before they could hold the meeting, however, on 7th March 2017 Zhang Guimin purported to dismiss them as directors and took physical control of Lunan. The directors in the Zeping camp were forcibly removed from Lunan’s premises in Linyi. Subsequently each camp purported to pass board resolutions removing the other side from office. These efforts were legally ineffective, because it was only a shareholders’ resolution which would permit the removal of directors. 2017年3月2日,泽平派系发出通知召开鲁南的董事会罢免董事长张贵民。但在他们可以开会以前,2017年3月7日,张贵民将他们全部开除然后物理控制了鲁南,泽平派系的董事被强制带出临沂的鲁南办公场地,随后每一个派系的董事都通过董事会决议开除对方,这些决议都是非法的,因为只有股东会决议可以开除董事。
What then happened was that the Guimin camp continued to exercise day-to-day control of the business. In the current litigation, however, (until the reconciliation to which I shall come) Appleby took instructions from the Zeping camp. Lunan continued to pay the Zeping directors, notwithstanding that they were refused access to the premises or participation at board meetings. 接下来发生的事情贵民派系继续控制公司的日常经营,但在当前的诉讼中,直到我要提及的和解前,鲁南继续支付泽平派系董事的薪水,虽然他们被禁止访问公司和参与董事会决议。
In early March 2017, both sides in the battle for control of Lunan took steps to seek Ms. Zhao’s support in the forthcoming shareholder fights. Zhang Guimin introduced her to a woman called Zhao Xiaoai, but also known as Zhao Aili. He said she was a lawyer representing Lunan’s supervisory board. (Some documents say Zhao Xiaoai was the board’s legal representation, which may be different, but nothing turns on this.) 2017年3月初期,想要控制鲁南的双方都寻求赵女士在马上开始的股东会大战上支持自己,张贵民向赵女士介绍了Zhao Xiaoai,或者叫Zhao Aili,声称她代表鲁南的监事会。(一些文件说Zhao Xiaoai代表董事会,这里虽有区别,但是对结果没有影响。)
On 8th March 2017, Ms. Zhao called (or purported to call) a shareholders’ meeting. However, Mrs. Wei issued a declaration to Lunan’s board stating that neither Ms. Zhao nor her mother were shareholders in Endushantum. 2017年3月8日,赵女士召开,或者打算召开股东会,但是魏女士向鲁南的董事会宣布赵女士和她的母亲都不是Endushantum的股东。
On 9th March 2017 Zhao Xiaoai via WeChat showed Ms. Zhao a copy of the 2001 share entrustment agreement. This was the first time Ms. Zhao had seen it. 2017年3月9日Zhao Xiaoai通过微信向赵女士出具了2001年股权信托协议,这是赵女士第一次见到这个文件。
On 10th March 2017, Lunan (probably on the Guimin camp’s instructions) wrote to Mrs.Wei as follows:“Ms. Wei Sharon (Original Settlor): Lunan… entrusted 25.7% of the total shares to [Endushantum] for nominal shareholding. [Endushantum] signed a Trust Agreement with your company without the permission of Lunan Pharmaceutical, which in our opinion hurts our interest. We now demand you to immediately stop performing and terminate the Trust Agreement. We have engaged lawyers to take legal actions to pursue relevant liabilities.” 2017年3月10日,鲁南,可能是按照贵民派系的指示,向魏女士发文:“鲁南将其27.5%的股权信托给Endushantum代持,未经鲁南同意Endushantum与你签署了信托文件,我们认为损害了我们的合法权益,我们要求你立刻停止侵害并终止信托,我们已经聘请了律师追究有关责任。”
On 21st March 2017, Lunan (but on the Zeping camp’s instructions) wrote to Mrs. Wei to say:“Considering the chaos in the Company and that the nature and ownership of the shares of [Endushantum] are still in controversy, in order to equally protect the interest of all shareholders and staff of the Company, the Company would like to maintain the current equity structure before the new Chairman and General Manager take control of the Company and order is restored. Please do not transfer your shares of the Company during this period.” 2017年3月21日鲁南,可能是按照泽平派系的知识,向魏女士发文:“考虑到目前公司的混乱以及Endushantum股权的性质和所有人处于争议状态,为了平等保护所有股东和公司员工的利益,公司决定维持目前的股权结构直到新董事长和总经理控制了公司恢复了秩序,请勿转让你手中的股权。”
In early April 2017 Ms. Zhao went back to China. She and her husband, Wang Rui, arrived in Linyi on 3rd April. There she met Zhao Xiaoai for lunch, who subsequently allowed her to take various screenshots of documents off Lunan computers and an Excel spreadsheet. Ms. Zhao discovered that Zhao Xiaoai had broken into her father’s desk in his office at Lunan (which had otherwise been left untouched after his death) on Zhang Guimin’s instructions and found documents, including, it would seem, the 2001 share entrustment agreement. Ms. Zhao met Wang Buqiang on 7th April 2017 for dinner. I shall come back to this conversation. The following day, 8th April 2017, she again met Zhao Xiaoai. Relations broke down after Ms. Zhao indicated that she would not be supporting Zhang Guimin in the shareholder dispute. Zhao Xiaoai then refused Ms. Zhao further access to Lunan’s computers. 2017年4月赵女士回到中国,她和她的丈夫Wang Rui4月3日来到临沂,与Zhao Xiaoai一起吃饭,Zhao Xiaoai允许赵女士拍摄大量鲁南的文件和表格,赵女士发现Zhao Xiaoai按照张桂敏的闯入了她父亲在鲁南的办公室——自从去世后他的办公室一直无人打扰——发现了包括2001股权信托协议在内的文件。赵女士2017年4月7日与王步强一起吃完饭,我接下来再回到这次晚饭。第二天2017年4月8日赵女士又见到了Zhao Xiaoai,在赵女士表示她不会在股东会支持张贵民以后双方闹翻,Zhao Xiaoai拒绝赵女士进一步访问鲁南的电脑。
On 26th June 2017, Walkers, on Ms. Zhao’s behalf, issued a stop notice in respect of shares in Endushantum. On 7th July 2017 Harneys, on Hengde’s behalf, gave an undertaking to preserve the status quo. On 17th July 2017 Zhongzhi gave an undertaking to preserve the status quo of its 10 per cent shareholding in Endushantum. On 20th July 2017 Hengde and Endushantum issued the 2017/0125 proceedings which I am currently trying. These proceedings sought directions as regards the Banyan Tree Trust. 2017年6月26日代表赵女士的Walkers律所发布了关于Endushantum股权的停止通知,2017年7月7日代表Hengde的Harneys保证要维持现状,2017年7月17日Zhongzhi也保证要维持持股10%的现状。2017年7月20日Hengde和Endushantum提起了我正在审理的2017/0125号诉讼,这些诉讼寻求关于Banyan Tree信托的指示。
On 18th August 2017 Hengde gave a further undertaking not to deal with shares held by Endushantum. 2017年8月18日Hengde进一步发布指示不要处置Endushantum持有的股权。
On 21st August 2017 Ms. Zhao and Kunlun BVI issued the current proceedings under action number 2017/0151. I shall not give a full account of the procedural steps taken in the action. Issues of disclosure I shall deal with in a separate section. By order of 10th April 2017, this action was ordered to be heard together with Hengde’s action. The trial was originally listed for hearing in April 2019, but that was adjourned and then adjourned again due to Covid, so it only came before me for hearing in March 2021. 2017年8月121日赵女士和英属维京群岛昆仑提起了2017/0151号诉讼,我就不详细叙述诉讼的过成了,我将在单独的部分再介绍。根据2017年4月10日的裁定,本诉讼与Hengde的诉讼合并审理,本诉讼原本计划2019年4月开庭,但是因为新冠疫情2021年3月才来到我面前。
On 16th November 2017 Ms. Zhao was able to visit Lunan’s premises again and take some further photographs of Lunan’s records. 2017年11月16日赵女士再次可以访问鲁南公司,进一步拍照了鲁南的记录。
On 23rd October 2019, the Zeping group of directors issued an open letter, complaining that Zhang Guimin had not obeyed a court order to reinstate them as active directors. Among numerous allegations of mismanagement was one of embezzling money:“At the beginning of this year, Zhang Guimin illegally transferred RMB 24,974 million2 into the accounts of eight companies named after Zhang Guimin, including Shandong Guimin Pharmaceutical Sales Co Ltd (details of the 17 illegal transfers are attached below). These companies are basically newly established this year and have no business relationship with Lunan… Socially, it is public knowledge that a certain company in Linyi is laundering hundreds of millions of yuan for Zhang Guimin. Zhang Guimin is suspected of misappropriating huge amounts of money.” 2019年10月23日泽平派系的股东发布了公开信,职指责张贵民没有遵守让他们重新成为董事的法庭命令,无数的指控之中包括管理不善,贪污财产,“本年年初的时候,张贵民非法转移了249.74亿[原文注:这里应该是笔误,应为2497.4万]资产到8个以他命名的公司,其中包括山东贵民药物销售公司(具体17笔非法财产转移请见附录)”,这些公司基本上是今年设立的与鲁南没有商业关系,大家都知道临沂的一个公司正在为张贵民非法大量洗钱,张贵民被怀疑盗窃了巨额资金。
Notwithstanding that letter, there appears to have been some kind of reconciliation. On 29th January 2020 Appleby (representing Lunan) told Walkers (representing Ms. Zhao) that they were taking instructions now from the Guimin directors. 尽管有这封公开信,似乎发生了一些和解,2020年1月29日代表鲁南的Appleby告诉代表赵女士的Walkers他们现在遵守贵民派系董事的指示。
In the meantime on 5th December 2019, Lunan issued proceedings against Endushantum before the Intermediate People’s Court of Linyi City. Whether this was before or after the reconciliation between the two camps of directors is not in evidence, but it is likely to be after the reconciliation. Although Lunan asked for the proceedings to be heard in private (as is possible in the PRC), the Linyi court did not grant this request. The trial was heard in open court on 7th February 2020. Zhang Guimin as chairman was the legal representative of Lunan. Two lawyers from the Shanghai Kingsway law firm, Wang Huaigang and Ceng Yan, appeared for Lunan. Mrs. Wei was the legal representative of Endushantum. Two lawyers from the Beijing Jing Xuan law firm, Wang Longhai and He Bei, appeared for Endushantum. 与此同时,2019年12月5日,鲁南在临沂中院起诉Endushantum,不清楚诉讼是在两个派系的董事和解以前还是和解以后提起的,但有可能是和解以后,虽然鲁南要求不公开审理(中国法律允许不公开审理),但是临沂院拒绝,2020年1月7日法庭公开审理,张贵民作为董事长是鲁南的法定代表人,Shanghai Kingsway律师事务所的两位律师,Wang Huaigang和Ceng Yan代理鲁南出庭,魏女士是Endushantum的法定代表人,Beijing Jing Xuan律师事务所的Wang Longhai和He Bei代理Endushantum。
In its statement of claim, Lunan alleges that “[Kunlun US] and [Endushantum] signed an Agreement for Shareholding Rights Transfer on 11 September 2006. [Kunlun US] transferred its Entrusted Shareholding Interests to [Endushantum] to hold on its behalf. [Endushantum] promised to succeed all the rights and liabilities of Kunlun US based on the [Entrusted Shareholding Agreement]. On 11 October 2006 [Lunan’s] Board of Directors passed a resolution and confirmed that variation.”
Endushantum admitted these averments in its defence. Importantly, it did not include in its list of documents submitted to the Linyi court the 2006 transfer agreement. That document was never before the Linyi court. Instead Endushantum conceded that it “enjoys all rights and assumes all obligations originally enjoyed and assumed by [Kunlun US] under the Agreement for Shareholding Entrustment.” It simply asked for its annual fees. Further (despite this not being part of Lunan’s case) Endushantum volunteered that it held shares in Shandong NT on the basis that Lunan funded the purchase. No mention was made of Zhao snr, Ms. Zhao or the litigation in the BVI. Nor were the issues raised in the current proceedings pleaded. No challenge was made to the jurisdiction of the Linyi court; instead Endushantum voluntarily submitted to the Chinese jurisdiction.
(一)禁止平台内经营者在其他竞争性平台开店。当事人作为网络零售平台服务提供者,平台内经营者是其吸引消费者、提升竞争力的关键要素。平台上聚集的经营者越多,越能够吸引更多消费者,形成正向反馈效应,使平台保持竞争优势和市场力量。同时,不同类别的平台内经营者对于平台竞争力的贡献度不同。一般情况下,经营者品牌知名度越高、市场份额越大,对平台竞争力的贡献越大。当事人根据销售增长、商品能力、用户运营、品牌力、服务能力、合规经营等因素将平台内经营者由高到低划分为 SSKA、SKA、KA、核腰、腰部、长尾、底部等七个层次,其中 KA 及以上经营者(以下统称为核心商家)是网络零售平台的关键竞争力。为增强自身竞争力,削弱其他竞争性平台的市场力量,当事人对核心商家提出禁止在其他竞争性平台开店的要求。
四是取消平台内经营者在当事人平台上的其他重大权益。当事人对经多次要求仍不停止在其他竞争性平台经营或者仍不退出其他竞争性平台促销活动的平台内经营者,采取取消 KA 资格或者终止相关合作等手段,剥夺其相关服务保障等重大权益。证据显示,部分平台内经营者因未执行当事人 “二选一”要求,被取消 KA 资格或者被终止相关合作。
This letter comes to you as part of Berkshire’s annual report. As a public company, we are required to periodically tell you many specific facts and figures.
“Report,” however, implies a greater responsibility. In addition to the mandated data, we believe we owe you additional commentary about what you own and how we think. Our goal is to communicate with you in a manner that we would wish you to use if our positions were reversed – that is, if you were Berkshire’s CEO while I and my family were passive investors, trusting you with our savings.
This approach leads us to an annual recitation of both good and bad developments at the many businesses you indirectly own through your Berkshire shares. When discussing problems at specific subsidiaries, we do, however, try to follow the advice Tom Murphy gave to me 60 years ago: “praise by name, criticize by category.”
Sometimes I’ve made mistakes in assessing the future economics of a business I’ve purchased for Berkshire – each a case of capital allocation gone wrong. That happens with both judgments about marketable equities – we view these as partial ownership of businesses – and the 100% acquisitions of companies.
At other times, I’ve made mistakes when assessing the abilities or fidelity of the managers Berkshire is hiring. The fidelity disappointments can hurt beyond their financial impact, a pain that can approach that of a failed marriage.
A decent batting average in personnel decisions is all that can be hoped for. The cardinal sin is delaying the correction of mistakes or what Charlie Munger called “thumb-sucking.” Problems, he would tell me, cannot be wished away. They require action, however uncomfortable that may be.
During the 2019 – 23 period, I have used the words “mistake” or “error” 16 times in my letters to you. Many other huge companies have never used either word over that span. Amazon, I should acknowledge, made some brutally candid observations in its 2021 letter. Elsewhere, it has generally been happy talk and pictures.
I have also been a director of large public companies at which “mistake” or “wrong” were forbidden words at board meetings or analyst calls. That taboo, implying managerial perfection, always made me nervous (though, at times, there could be legal issues that make limited discussion advisable. We live in a very litigious society.)
At 94, it won’t be long before Greg Abel replaces me as CEO and will be writing the annual letters. Greg shares the Berkshire creed that a “report” is what a Berkshire CEO annually owes to owners. And he also understands that if you start fooling your shareholders, you will soon believe your own baloney and be fooling yourself as well. #
Let me pause to tell you the remarkable story of Pete Liegl, a man unknown to most Berkshire shareholders but one who contributed many billions to their aggregate wealth. Pete died in November, still working at 80.
I first heard of Forest River – the Indiana company Pete founded and managed – on June 21, 2005. On that day I received a letter from an intermediary detailing relevant data about the company, a recreational vehicle (“RV”) manufacturer. The writer said that Pete, the 100% owner of Forest River, specifically wanted to sell to Berkshire. He also told me the price that Pete expected to receive. I liked this no-nonsense approach.
I did some checking with RV dealers, liked what I learned and arranged a June 28th meeting in Omaha. Pete brought along his wife, Sharon, and daughter, Lisa. When we met, Pete assured me that he wanted to keep running the business but would feel more comfortable if he could assure financial security for his family.
Pete next mentioned that he owned some real estate that was leased to Forest River and had not been covered in the June 21 letter. Within a few minutes, we arrived at a price for those assets as I expressed no need for appraisal by Berkshire but would simply accept his valuation.
Then we arrived at the other point that needed clarity. I asked Pete what his compensation should be, adding that whatever he said, I would accept. (This, I should add, is not an approach I recommend for general use.)
Pete paused as his wife, daughter and I leaned forward. Then he surprised us: “Well, I looked at Berkshire’s proxy statement and I wouldn’t want to make more than my boss, so pay me $100,000 per year.” After I picked myself off the floor, Pete added: “But we will earn X (he named a number) this year, and I would like an annual bonus of 10% of any earnings above what the company is now delivering.” I replied: “OK Pete, but if Forest River makes any significant acquisitions we will make an appropriate adjustment for the additional capital thus employed.” I didn’t define “appropriate” or “significant,” but those vague terms never caused a problem.
The four of us then went to dinner at Omaha’s Happy Hollow Club and lived happily ever after. During the next 19 years, Pete shot the lights out. No competitor came close to his performance.
Every company doesn’t have an easy-to-understand business and there are very few owners or managers like Pete. And, of course, I expect to make my share of mistakes about the businesses Berkshire buys and sometimes err in evaluating the sort of person with whom I’m dealing.
But I’ve also had many pleasant surprises in both the potential of the business as well as the ability and fidelity of the manager. And our experience is that a single winning decision can make a breathtaking difference over time. (Think GEICO as a business decision, Ajit Jain as a managerial decision and my luck in finding Charlie Munger as a one-of-a-kind partner, personal advisor and steadfast friend.) Mistakes fade away; winners can forever blossom.
在选择首席执行官方面,我还有一点要补充:我从不看候选人的毕业院校。从不!One further point in our CEO selections: I never look at where a candidate has gone to school. Never!
Of course, there are great managers who attended the most famous schools. But there are plenty such as Pete who may have benefitted by attending a less prestigious institution or even by not bothering to finish school. Look at my friend, Bill Gates, who decided that it was far more important to get underway in an exploding industry that would change the world than it was to stick around for a parchment that he could hang on the wall. (Read his new book, Source Code.)
Not long ago, I met – by phone – Jessica Toonkel, whose step-grandfather, Ben Rosner, long ago ran a business for Charlie and me. Ben was a retailing genius and, in preparing for this report, I checked with Jessica to confirm Ben’s schooling, which I remembered as limited. Jessica’s reply: “Ben never went past 6th grade.”
I was lucky enough to get an education at three fine universities. And I avidly believe in lifelong learning. I’ve observed, however, that a very large portion of business talent is innate with nature swamping nurture.
In 2024, Berkshire did better than I expected though 53% of our 189 operating businesses reported a decline in earnings. We were aided by a predictable large gain in investment income as Treasury Bill yields improved and we substantially increased our holdings of these highly-liquid short-term securities.
Our insurance business also delivered a major increase in earnings, led by the performance of GEICO. In five years, Todd Combs has reshaped GEICO in a major way, increasing efficiency and bringing underwriting practices up to date. GEICO was a long-held gem that needed major repolishing, and Todd has worked tirelessly in getting the job done. Though not yet complete, the 2024 improvement was spectacular.
In general, property-casualty (“P/C”) insurance pricing strengthened during 2024, reflecting a major increase in damage from convective storms. Climate change may have been announcing its arrival. However, no “monster” event occurred during 2024. Someday, any day, a truly staggering insurance loss will occur – and there is no guarantee that there will be only one per annum.
财产意外险业务对伯克希尔至关重要,本信件后面将对其进行更深入的讨论。
The P/C business is so central to Berkshire that it warrants a further discussion that appears later in this letter.
Berkshire’s railroad and utility operations, our two largest businesses outside of insurance, improved their aggregate earnings. Both, however, have much left to accomplish.
Late in the year we increased our ownership of the utility operation from about 92% to 100% at a cost of roughly $3.9 billion, of which $2.9 billion was paid in cash with a balance in Berkshire “B” shares.
总体而言,我们在 2024 年实现了 474 亿美元的运营收益。我们经常(可能有些读者会厌烦地说 “没完没了”)强调这一指标,而不是第 K – 68 页上按照通用会计准则(GAAP)规定报告的收益。
All told, we recorded operating earnings of $47.4 billion in 2024. We regularly – endlessly, some readers may groan – emphasize this measure rather than the GAAP-mandated earnings that are reported on page K-68.
Our measure excludes capital gains or losses on the stocks and bonds we own, whether realized or unrealized. Over time, we think it highly likely that gains will prevail – why else would we buy these securities? – though the year-by-year numbers will swing wildly and unpredictably. Our horizon for such commitments is almost always far longer than a single year. In many, our thinking involves decades. These long-termers are the purchases that sometimes make the cash register ring like church bells.
Here’s a breakdown of the 2023 – 2024 earnings as we see them. All calculations are after depreciation, amortization and income tax. EBITDA, a flawed favorite of Wall Street, is not for us.
令人惊讶!一项重要的美国记录被打破
Surprise, Surprise! An Important American Record is Smashed
Sixty years ago, present management took control of Berkshire. That move was a mistake – my mistake – and one that plagued us for two decades. Charlie, I should emphasize, spotted my obvious error immediately: Though the price I paid for Berkshire looked cheap, its business – a large northern textile operation – was headed for extinction.
The U.S. Treasury, of all places, had already received silent warnings of Berkshire’s destiny. In 1965, the company did not pay a dime of income tax, an embarrassment that had generally prevailed at the company for a decade. That sort of economic behavior may be understandable for glamorous startups, but it’s a blinking yellow light when it happens at a venerable pillar of American industry. Berkshire was headed for the ash can.
Fast forward 60 years and imagine the surprise at the Treasury when that same company – still operating under the name of Berkshire Hathaway – paid far more in corporate income tax than the U.S. government had ever received from any company – even the American tech titans that commanded market values in the trillions.
To be precise, Berkshire last year made four payments to the IRS that totaled $26.8 billion. That’s about 5% of what all of corporate America paid. (In addition, we paid sizable amounts for income taxes to foreign governments and to 44 states.)
Note one crucial factor allowing this record-shattering payment: Berkshire shareholders during the same 1965 – 2024 period received only one cash dividend. On January 3, 1967, we disbursed our sole payment – $101,755 or 10¢ per A share. (I can’t remember why I suggested this action to Berkshire’s board of directors. Now it seems like a bad dream.)
For sixty years, Berkshire shareholders endorsed continuous reinvestment and that enabled the company to build its taxable income. Cash income-tax payments to the U.S. Treasury, miniscule in the first decade, now aggregate more than $101 billion . . . and counting.
庞大的数字可能让人难以直观理解。让我换个方式来描述我们去年支付的268亿美元。
Huge numbers can be hard to visualize. Let me recast the $26.8 billion that we paid last year.
If Berkshire had sent the Treasury a $1 million check every 20 minutes throughout all of 2024 – visualize 366 days and nights because 2024 was a leap year – we still would have owed the federal government a significant sum at yearend. Indeed, it would be well into January before the Treasury would tell us that we could take a short breather, get some sleep, and prepare for our 2025 tax payments.
Berkshire’s equity activity is ambidextrous. In one hand we own control of many businesses, holding at least 80% of the investee’s shares. Generally, we own 100%. These 189 subsidiaries have similarities to marketable common stocks but are far from identical. The collection is worth many hundreds of billions and includes a few rare gems, many good-but-far-from-fabulous businesses and some laggards that have been disappointments. We own nothing that is a major drag, but we have a number that I should not have purchased.
In the other hand, we own a small percentage of a dozen or so very large and highly profitable businesses with household names such as Apple, American Express, Coca-Cola and Moody’s. Many of these companies earn very high returns on the net tangible equity required for their operations. At yearend, our partial-ownership holdings were valued at $272 billion. Understandably, really outstanding businesses are very seldom offered in their entirety, but small fractions of these gems can be purchased Monday through Friday on Wall Street and, very occasionally, they sell at bargain prices.
We are impartial in our choice of equity vehicles, investing in either variety based upon where we can best deploy your (and my family’s) savings. Often, nothing looks compelling; very infrequently we find ourselves knee-deep in opportunities. Greg has vividly shown his ability to act at such times as did Charlie.
With marketable equities, it is easier to change course when I make a mistake. Berkshire’s present size, it should be underscored, diminishes this valuable option. We can’t come and go on a dime. Sometimes a year or more is required to establish or divest an investment. Additionally, with ownership of minority positions we can’t change management if that action is needed or control what is done with capital flows if we are unhappy with the decisions being made.
With controlled companies, we can dictate these decisions, but we have far less flexibility in the disposition of mistakes. In reality, Berkshire almost never sells controlled businesses unless we face what we believe to be unending problems. An offset is that some business owners seek out Berkshire because of our steadfast behavior. Occasionally, that can be a decided plus for us.
Despite what some commentators currently view as an extraordinary cash position at Berkshire, the great majority of your money remains in equities. That preference won’t change. While our ownership in marketable equities moved downward last year from $354 billion to $272 billion, the value of our non-quoted controlled equities increased somewhat and remains far greater than the value of the marketable portfolio.
Berkshire shareholders can rest assured that we will forever deploy a substantial majority of their money in equities – mostly American equities although many of these will have international operations of significance. Berkshire will never prefer ownership of cash-equivalent assets over the ownership of good businesses, whether controlled or only partially owned.
Paper money can see its value evaporate if fiscal folly prevails. In some countries, this reckless practice has become habitual, and, in our country’s short history, the U.S. has come close to the edge. Fixed-coupon bonds provide no protection against runaway currency.
Businesses, as well as individuals with desired talents, however, will usually find a way to cope with monetary instability as long as their goods or services are desired by the country’s citizenry. So, too, with personal skills. Lacking such assets as athletic excellence, a wonderful voice, medical or legal skills or, for that matter, any special talents, I have had to rely on equities throughout my life. In effect, I have depended on the success of American businesses and I will continue to do so.
One way or another, the sensible – better yet imaginative – deployment of savings by citizens is required to propel an ever-growing societal output of desired goods and services. This system is called capitalism. It has its faults and abuses – in certain respects more egregious now than ever – but it also can work wonders unmatched by other economic systems.
America is Exhibit A. Our country’s progress over its mere 235 years of existence could not have been imagined by even the most optimistic colonists in 1789, when the Constitution was adopted and the country’s energies were unleashed.
True, our country in its infancy sometimes borrowed abroad to supplement our own savings. But, concurrently, we needed many Americans to consistently save and then needed those savers or other Americans to wisely deploy the capital thus made available. If America had consumed all that it produced, the country would have been spinning its wheels.
The American process has not always been pretty – our country has forever had many scoundrels and promoters who seek to take advantage of those who mistakenly trust them with their savings. But even with such malfeasance – which remains in full force today – and also much deployment of capital that eventually floundered because of brutal competition or disruptive innovation, the savings of Americans has delivered a quantity and quality of output beyond the dreams of any colonist.
从最初仅有 400 万人口,尽管早期还经历了一场残酷的内战,美国在转瞬之间改变了世界。
From a base of only four million people – and despite a brutal internal war early on, pitting one American against another – America changed the world in the blink of a celestial eye.
In a very minor way, Berkshire shareholders have participated in the American miracle by foregoing dividends, thereby electing to reinvest rather than consume. Originally, this reinvestment was tiny, almost meaningless, but over time, it mushroomed, reflecting the mixture of a sustained culture of savings, combined with the magic of long-term compounding.
Berkshire’s activities now impact all corners of our country. And we are not finished. Companies die for many reasons but, unlike the fate of humans, old age itself is not lethal. Berkshire today is far more youthful than it was in 1965.
However, as Charlie and I have always acknowledged, Berkshire would not have achieved its results in any locale except America whereas America would have been every bit the success it has been if Berkshire had never existed.
So thank you, Uncle Sam. Someday your nieces and nephews at Berkshire hope to send you even larger payments than we did in 2024. Spend it wisely. Take care of the many who, for no fault of their own, get the short straws in life. They deserve better. And never forget that we need you to maintain a stable currency and that result requires both wisdom and vigilance on your part.
财产意外险业务
Property-Casualty Insurance
财产意外险仍然是伯克希尔的核心业务。该行业遵循一种在大型企业中极为罕见的财务模式。
P/C insurance continues to be Berkshire’s core business. The industry follows a financial model that is rare – very rare – among giant businesses.
Customarily, companies incur costs for labor, materials, inventories, plant and equipment, etc. before – or concurrently with – the sale of their products or services. Consequently, their CEOs have a good fix on knowing the cost of their product before they sell it. If the selling price is less than its cost, managers soon learn they have a problem. Hemorrhaging cash is hard to ignore.
When writing P/C insurance, we receive payment upfront and much later learn what our product has cost us – sometimes a moment of truth that is delayed as much as 30 or more years. (We are still making substantial payments on asbestos exposures that occurred 50 or more years ago.)
This mode of operations has the desirable effect of giving P/C insurers cash before they incur most expenses but carries with it the risk that the company can be losing money – sometimes mountains of money – before the CEO and directors realize what is happening.
Certain lines of insurance minimize this mismatch, such as crop insurance or hail damage in which losses are quickly reported, evaluated and paid. Other lines, however, can lead to executive and shareholder bliss as the company is going broke. Think coverages such as medical malpractice or product liability. In “long-tail” lines, a P/C insurer may report large but fictitious profits to its owners and regulators for many years – even decades. The accounting can be particularly dangerous if the CEO is an optimist or a crook. These possibilities are not fanciful: History reveals a large number of each species.
In recent decades, this “money-up-front, loss-payments-later” model has allowed Berkshire to invest large sums (“float”) while generally delivering what we believe to be a small underwriting profit. We make estimates for “surprises” and, so far, these estimates have been sufficient.
We are not deterred by the dramatic and growing loss payments sustained by our activities. (As I write this, think wildfires.) It’s our job to price to absorb these and unemotionally take our lumps when surprises develop. It’s also our job to contest “runaway” verdicts, spurious litigation and outright fraudulent behavior.
Under Ajit, our insurance operation has blossomed from an obscure Omaha-based company into a world leader, renowned for both its taste for risk and its Gibraltar-like financial strength. Moreover, Greg, our directors and I all have a very large investment in Berkshire in relation to any compensation we receive. We do not use options or other one-sided forms of compensation; if you lose money, so do we. This approach encourages caution but does not ensure foresight.
财产意外险业务的增长依赖于经济风险的增加。没有风险,就不需要保险。
P/C insurance growth is dependent on increased economic risk. No risk – no need for insurance.
Think back only 135 years when the world had no autos, trucks or airplanes. Now there are 300 million vehicles in the U.S. alone, a massive fleet causing huge damage daily. Property damage arising from hurricanes, tornadoes and wildfires is massive, growing and increasingly unpredictable in their patterns and eventual costs.
It would be foolish – make that madness – to write ten-year policies for these coverages, but we believe one-year assumption of such risks is generally manageable. If we change our minds, we will change the contracts we offer. During my lifetime, auto insurers have generally abandoned one-year policies and switched to the six-month variety. This change reduced float but allowed more intelligent underwriting.
No private insurer has the willingness to take on the amount of risk that Berkshire can provide. At times, this advantage can be important. But we also need to shrink when prices are inadequate. We must never write inadequately-priced policies in order to stay in the game. That policy is corporate suicide.
Properly pricing P/C insurance is part art, part science and is definitely not a business for optimists. Mike Goldberg, the Berkshire executive who recruited Ajit, said it best: “We want our underwriters to daily come to work nervous, but not paralyzed.”
All things considered, we like the P/C insurance business. Berkshire can financially and psychologically handle extreme losses without blinking. We are also not dependent on reinsurers and that gives us a material and enduring cost advantage. Finally, we have outstanding managers (no optimists) and are particularly well-situated to utilize the substantial sums P/C insurance delivers for investment.
Over the past two decades, our insurance business has generated $32 billion of after-tax profits from underwriting, about 3.3 cents per dollar of sales after income tax. Meanwhile, our float has grown from $46 billion to $171 billion. The float is likely to grow a bit over time and, with intelligent underwriting (and some luck), has a reasonable prospect of being costless.
伯克希尔增加对日本的投资
Berkshire Increases its Japanese Investments
我们投资重点虽在美国,但对日本的投资逐渐增加,这是一个虽小却重要的例外。
A small but important exception to our U.S.-based focus is our growing investment in Japan.
It’s been almost six years since Berkshire began purchasing shares in five Japanese companies that very successfully operate in a manner somewhat similar to Berkshire itself. The five are (alphabetically) ITOCHU, Marubeni, Mitsubishi, Mitsui and Sumitomo. Each of these large enterprises, in turn, owns interests in a vast array of businesses, many based in Japan but others that operate throughout the world.
Berkshire made its first purchases involving the five in July 2019. We simply looked at their financial records and were amazed at the low prices of their stocks. As the years have passed, our admiration for these companies has consistently grown. Greg has met many times with them, and I regularly follow their progress. Both of us like their capital deployment, their managements and their attitude in respect to their investors.
Each of the five companies increase dividends when appropriate, they repurchase their shares when it is sensible to do so, and their top managers are far less aggressive in their compensation programs than their U.S. counterparts.
Our holdings of the five are for the very long term, and we are committed to supporting their boards of directors. From the start, we also agreed to keep Berkshire’s holdings below 10% of each company’s shares. But, as we approached this limit, the five companies agreed to moderately relax the ceiling. Over time, you will likely see Berkshire’s ownership of all five increase somewhat.
Meanwhile, Berkshire has consistently – but not pursuant to any formula – increased its yen-denominated borrowings. All are at fixed rates, no “floaters.” Greg and I have no view on future foreign exchange rates and therefore seek a position approximating currency-neutrality. We are required, however, under GAAP rules to regularly recognize in our earnings a calculation of any gains or losses in the yen we have borrowed and, at yearend, had included $2.3 billion of after-tax gains due to dollar strength of which $850 million occurred in 2024.
I expect that Greg and his eventual successors will be holding this Japanese position for many decades and that Berkshire will find other ways to work productively with the five companies in the future.
We like the current math of our yen-balanced strategy as well. As I write this, the annual dividend income expected from the Japanese investments in 2025 will total about $812 million and the interest cost of our yen-denominated debt will be about $135 million.
I hope you will join us in Omaha on May 3rd. We are following a somewhat changed schedule this year, but the basics remain the same. Our goal is that you get many of your questions answered, that you connect with friends, and that you leave with a good impression of Omaha. The city looks forward to your visits.
我们将有一群热情的志愿者,为你提供各种各样的伯克希尔产品,让你在购物的同时也能收获快乐。和往常一样,我们将在周五中午至下午 5 点开放,有可爱的 Squishmallows 玩偶、Fruit of the Loom 的内衣、Brooks 跑鞋以及许多其他物品等你来选购。
We will have much the same group of volunteers to offer you a wide variety of Berkshire products that will lighten your wallet and brighten your day. As usual, we will be open on Friday from noon until 5 p.m. with lovable Squishmallows, underwear from Fruit of the Loom, Brooks running shoes and a host of other items to tempt you.
Again, we will have only one book for sale. Last year we featured Poor Charlie’s Almanack and sold out – 5,000 copies disappeared before the close of business on Saturday.
今年我们将推出《伯克希尔哈撒韦 60 年》(60 Years of Berkshire Hathaway)。2015 年,我请负责管理年会诸多事务的卡丽・索瓦(Carrie Sova)尝试编写一本关于伯克希尔的轻松历史书。我让她充分发挥想象力,她很快就创作出了一本书,其创意、内容和设计都让我惊叹不已。
This year we will offer 60 Years of Berkshire Hathaway. In 2015, I asked Carrie Sova, who among her many duties managed much of the activity at the annual meeting, to try her hand at putting together a light-hearted history of Berkshire. I gave her full reign to use her imagination, and she quickly produced a book that blew me away with its ingenuity, contents and design.
Subsequently, Carrie left Berkshire to raise a family and now has three children. But each summer, the Berkshire office force gets together to watch the Omaha Storm Chasers play baseball against a Triple A opponent. I ask a few alums to join us, and Carrie usually comes with her family. At this year’s event, I brazenly asked her if she would do a 60th Anniversary issue, featuring Charlie’s photos, quotes and stories that have seldom been made public.
Even with three young children to manage, Carrie immediately said “yes.” Consequently, we will have 5,000 copies of the new book available for sale on Friday afternoon and from 7 a.m. to 4 p.m. on Saturday.
Carrie refused any payment for her extensive work on the new “Charlie” edition. I suggested she and I co-sign 20 copies to be given to any shareholder contributing $5,000 to the Stephen Center that serves homeless adults and children in South Omaha. The Kizer family, beginning with Bill Kizer, Sr., my long-time friend and Carrie’s grandfather, have for decades been assisting this worthy institution. Whatever is raised through the sale of the 20 autographed books, I will match.
Becky Quick will cover our somewhat re-engineered gathering on Saturday. Becky knows Berkshire like a book and always arranges interesting interviews with managers, investors, shareholders and an occasional celebrity. She and her CNBC crew do a great job of both transmitting our meetings worldwide and archiving much Berkshire-related material. Give our director, Steve Burke, credit for the archive idea.
We will not have a movie this year but rather will convene a bit earlier at 8 a.m. I will make a few introductory remarks, and we will promptly get to the Q&A, alternating questions between Becky and the audience.
Greg and Ajit will join me in answering questions and we will take a half-hour break at 10:30 a.m. When we reconvene at 11:00 a.m., only Greg will join me on stage. This year we will disband at 1:00 p.m. but stay open for shopping in the exhibit area until 4:00 p.m.
Subsequently, Carrie left Berkshire to raise a family and now has three children. But each summer, the Berkshire office force gets together to watch the Omaha Storm Chasers play baseball against a Triple A opponent. I ask a few alums to join us, and Carrie usually comes with her family. At this year’s event, I brazenly asked her if she would do a 60th Anniversary issue, featuring Charlie’s photos, quotes and stories that have seldom been made public.
Even with three young children to manage, Carrie immediately said “yes.” Consequently, we will have 5,000 copies of the new book available for sale on Friday afternoon and from 7 a.m. to 4 p.m. on Saturday.
Carrie refused any payment for her extensive work on the new “Charlie” edition. I suggested she and I co-sign 20 copies to be given to any shareholder contributing $5,000 to the Stephen Center that serves homeless adults and children in South Omaha. The Kizer family, beginning with Bill Kizer, Sr., my long-time friend and Carrie’s grandfather, have for decades been assisting this worthy institution. Whatever is raised through the sale of the 20 autographed books, I will match.
Becky Quick will cover our somewhat re-engineered gathering on Saturday. Becky knows Berkshire like a book and always arranges interesting interviews with managers, investors, shareholders and an occasional celebrity. She and her CNBC crew do a great job of both transmitting our meetings worldwide and archiving much Berkshire-related material. Give our director, Steve Burke, credit for the archive idea.
We will not have a movie this year but rather will convene a bit earlier at 8 a.m. I will make a few introductory remarks, and we will promptly get to the Q&A, alternating questions between Becky and the audience.
Greg and Ajit will join me in answering questions and we will take a half-hour break at 10:30 a.m. When we reconvene at 11:00 a.m., only Greg will join me on stage. This year we will disband at 1:00 p.m. but stay open for shopping in the exhibit area until 4:00 p.m.
You can find the full details regarding weekend activities on page 16. Note particularly the always-popular Brooks run on Sunday morning. (I will be sleeping.)
My wise and good-looking sister, Bertie, of whom I wrote last year, will be attending the meeting along with two of her daughters, both good-looking as well. Observers all agree that the genes producing this dazzling result flow down only the female side of the family. (Sob.)
Bertie is now 91 and we talk regularly on Sundays using old-fashion telephones for communications. We cover the joys of old age and discuss such exciting topics as the relative merits of our canes. In my case, the utility is limited to the avoidance of falling flat on my face.
But Bertie regularly one-ups me by asserting that she enjoys an additional benefit: When a woman uses a cane, she tells me, men quit “hitting” on her. Bertie’s explanation is that the male ego is such that little old ladies with canes simply aren’t an appropriate target. Presently, I have no data to counter her assertion.
But I have suspicions. At the meeting I can’t see much from the stage, and I would appreciate it if attendees would keep an eye on Bertie. Let me know if the cane is really doing its job. My bet is that she will be surrounded by males. For those of a certain age, the scene will bring back memories of Scarlett O’Hara and her horde of male admirers in Gone with the Wind.
伯克希尔的董事们和我都非常高兴你们来到奥马哈,我预计你们会度过一段愉快的时光,还可能交到一些新朋友。 The Berkshire directors and I immensely enjoy having you come to Omaha, and I predict that you will have a good time and likely make some new friends.
2025年2月22日 February 22, 2025 沃伦·E·巴菲特 Warren E. Buffett 董事会主席 Chairman of the Board
在2023年,我们没有买卖美国运通或可口可乐的股票——延续了我们自己的《李伯大梦》式的沉睡期(《李伯大梦》是美国小说之父华盛顿·欧文的小说“Rip Van Winkle”的中文译名)。这种沉睡期现在已经持续了二十多年。去年,这两家公司再次通过提高盈利和股息来奖励我们的不作为。事实上,在2023年,我们从美国运通获得的收益份额,已经大大超过了我们很久以前购买的13亿美元成本。
Charlie Munger – The Architect of Berkshire Hathaway
Charlie Munger died on November 28, just 33 days before his 100th birthday.
Though born and raised in Omaha, he spent 80% of his life domiciled elsewhere. Consequently, it was not until 1959 when he was 35 that I first met him.
In 1962, he decided that he should take up money management.
Three years later he told me – correctly! – that I had made a dumb decision in buying control of Berkshire. But, he assured me, since I had already made the move, he would tell me how to correct my mistake.
In what I next relate, bear in mind that Charlie and his family did not have a dime invested in the small investing partnership that I was then managing and whose money I had used for the Berkshire purchase. Moreover, neither of us expected that Charlie would ever own a share of Berkshire stock.
Nevertheless, Charlie, in 1965, promptly advised me: “Warren, forget about ever buying another company like Berkshire. But now that you control Berkshire, add to it wonderful businesses purchased at fair prices and give up buying fair businesses at wonderful prices. In other words, abandon everything you learned from your hero, Ben Graham. It works but only when practiced at small scale.” With much back-sliding I subsequently followed his instructions.
Many years later, Charlie became my partner in running Berkshire and, repeatedly, jerked me back to sanity when my old habits surfaced. Until his death, he continued in this role and together we, along with those who early on invested with us, ended up far better off than Charlie and I had ever dreamed possible.
In reality, Charlie was the “architect” of the present Berkshire, and I acted as the “general contractor” to carry out the day-by-day construction of his vision. Charlie never sought to take credit for his role as creator but instead let me take the bows and receive the accolades. In a way his relationship with me was part older brother, part loving father. Even when he knew he was right, he gave me the reins, and when I blundered he never – never –reminded me of my mistake.
In the physical world, great buildings are linked to their architect while those who had poured the concrete or installed the windows are soon forgotten. Berkshire has become a great company. Though I have long been in charge of the construction crew; Charlie should forever be credited with being the architect.
BERKSHIRE HATHAWAY INC.
To the Shareholders of Berkshire Hathaway Inc.:
Berkshire has more than three million shareholder accounts. I am charged with writing a letter every year that will be useful to this diverse and ever-changing group of owners, many of whom wish to learn more about their investment.
Charlie Munger, for decades my partner in managing Berkshire, viewed this obligation identically and would expect me to communicate with you this year in the regular manner. He and I were of one mind regarding our responsibilities to Berkshire shareholders.
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Writers find it useful to picture the reader they seek, and often they are hoping to attract a mass audience. At Berkshire, we have a more limited target: investors who trust Berkshire with their savings without any expectation of resale (resembling in attitude people who save in order to buy a farm or rental property rather than people who prefer using their excess funds to purchase lottery tickets or “hot” stocks).
Over the years, Berkshire has attracted an unusual number of such “lifetime” shareholders and their heirs. We cherish their presence and believe they are entitled to hear every year both the good and bad news, delivered directly from their CEO and not from an investor-relations officer or communications consultant forever serving up optimism and syrupy mush.
In visualizing the owners that Berkshire seeks, I am lucky to have the perfect mental model, my sister, Bertie. Let me introduce her.
For openers, Bertie is smart, wise and likes to challenge my thinking. We have never, however, had a shouting match or anything close to a ruptured relationship. We never will.
Furthermore, Bertie, and her three daughters as well, have a large portion of their savings in Berkshire shares. Their ownership spans decades, and every year Bertie will read what I have to say. My job is to anticipate her questions and give her honest answers.
Bertie, like most of you, understands many accounting terms, but she is not ready for a CPA exam. She follows business news – reading four newspapers daily – but doesn’t consider herself an economic expert. She is sensible – very sensible – instinctively knowing that pundits should always be ignored. After all, if she could reliably predict tomorrow’s winners, would she freely share her valuable insights and thereby increase competitive buying? That would be like finding gold and then handing a map to the neighbors showing its location.
Bertie understands the power – for good or bad – of incentives, the weaknesses of humans,
the “tells” that can be recognized when observing human behavior. She knows who is “selling” and who can be trusted. In short, she is nobody’s fool.
So, what would interest Bertie this year?
Operating Results, Fact and Fiction
Let’s begin with the numbers. The official annual report begins on K-1 and extends for 124 pages. It is filled with a vast amount of information – some important, some trivial.
Among its disclosures many owners, along with financial reporters, will focus on page K-72. There, they will find the proverbial “bottom line” labeled “Net earnings (loss).” The numbers read $90 billion for 2021, ($23 billion) for 2022 and $96 billion for 2023.
What in the world is going on?
You seek guidance and are told that the procedures for calculating these “earnings” are promulgated by a sober and credentialed Financial Accounting Standards Board (“FASB”), mandated by a dedicated and hard-working Securities and Exchange Commission (“SEC”) and audited by the world-class professionals at Deloitte & Touche (“D&T”). On page K-67, D&T pulls no punches: “In our opinion, the financial statements . . . . . present fairly, in all material respects (italics mine), the financial position of the Company . . . . . and the results of its operations . . . . . for each of the three years in the period ended December 31, 2023 . . . . .”
So sanctified, this worse-than-useless “net income” figure quickly gets transmitted throughout the world via the internet and media. All parties believe they have done their job – and, legally, they have.
We, however, are left uncomfortable. At Berkshire, our view is that “earnings” should be a sensible concept that Bertie will find somewhat useful – but only as a starting point – in evaluating a business. Accordingly, Berkshire also reports to Bertie and you what we call “operating earnings.” Here is the story they tell: $27.6 billion for 2021; $30.9 billion for 2022 and $37.4 billion for 2023.
The primary difference between the mandated figures and the ones Berkshire prefers is that we exclude unrealized capital gains or losses that at times can exceed $5 billion a day. Ironically, our preference was pretty much the rule until 2018, when the “improvement” was mandated.
Galileo’s experience, several centuries ago, should have taught us not to mess with mandates from on high. But, at Berkshire, we can be stubborn.
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Make no mistake about the significance of capital gains: I expect them to be a very important component of Berkshire’s value accretion during the decades ahead. Why else would we commit huge dollar amounts of your money (and Bertie’s) to marketable equities just as I have been doing with my own funds throughout my investing lifetime?
I can’t remember a period since March 11, 1942 – the date of my first stock purchase – that I have not had a majority of my net worth in equities, U.S.-based equities. And so far, so good. The Dow Jones Industrial Average fell below 100 on that fateful day in 1942 when I “pulled the trigger.” I was down about $5 by the time school was out. Soon, things turned around and now that index hovers around 38,000. America has been a terrific country for investors. All they have needed to do is sit quietly, listening to no one.
It is more than silly, however, to make judgments about Berkshire’s investment value based on “earnings” that incorporate the capricious day-by-day and, yes, even year-by-year movements of the stock market. As Ben Graham taught me, “In the short run the market acts as a voting machine; in the long run it becomes a weighing machine.”
What We Do
Our goal at Berkshire is simple: We want to own either all or a portion of businesses that enjoy good economics that are fundamental and enduring. Within capitalism, some businesses will flourish for a very long time while others will prove to be sinkholes. It’s harder than you would think to predict which will be the winners and losers. And those who tell you they know the answer are usually either self-delusional or snake-oil salesmen.
At Berkshire, we particularly favor the rare enterprise that can deploy additional capital at high returns in the future. Owning only one of these companies – and simply sitting tight – can deliver wealth almost beyond measure. Even heirs to such a holding can – ugh! – sometimes live a lifetime of leisure.
We also hope these favored businesses are run by able and trustworthy managers, though that is a more difficult judgment to make, however, and Berkshire has had its share of disappointments.
In 1863, Hugh McCulloch, the first Comptroller of the United States, sent a letter to all national banks. His instructions included this warning: “Never deal with a rascal under the expectation that you can prevent him from cheating you.” Many bankers who thought they could “manage” the rascal problem have learned the wisdom of Mr. McCulloch’s advice – and I have as well. People are not that easy to read. Sincerity and empathy can easily be faked. That is as true now as it was in 1863.
This combination of the two necessities I’ve described for acquiring businesses has for long been our goal in purchases and, for a while, we had an abundance of candidates to evaluate. If I missed one – and I missed plenty – another always came along.
Those days are long behind us; size did us in, though increased competition for purchases was also a factor.
Berkshire now has – by far – the largest GAAP net worth recorded by any American business. Record operating income and a strong stock market led to a yearend figure of $561 billion. The total GAAP net worth for the other 499 S&P companies – a who’s who of American business – was $8.9 trillion in 2022. (The 2023 number for the S&P has not yet been tallied but is unlikely to materially exceed $9.5 trillion.)
By this measure, Berkshire now occupies nearly 6% of the universe in which it operates. Doubling our huge base is simply not possible within, say, a five-year period, particularly because we are highly averse to issuing shares (an act that immediately juices net worth).
There remain only a handful of companies in this country capable of truly moving the needle at Berkshire, and they have been endlessly picked over by us and by others. Some we can value; some we can’t. And, if we can, they have to be attractively priced. Outside the U.S., there are essentially no candidates that are meaningful options for capital deployment at Berkshire. All in all, we have no possibility of eye-popping performance.
Nevertheless, managing Berkshire is mostly fun and always interesting. On the positive side, after 59 years of assemblage, the company now owns either a portion or 100% of various businesses that, on a weighted basis, have somewhat better prospects than exist at most large American companies. By both luck and pluck, a few huge winners have emerged from a great many dozens of decisions. And we now have a small cadre of long-time managers who never muse about going elsewhere and who regard 65 as just another birthday.
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Berkshire benefits from an unusual constancy and clarity of purpose. While we emphasize treating our employees, communities and suppliers well – who wouldn’t wish to do so? – our allegiance will always be to our country and our shareholders. We never forget that, though your money is comingled with ours, it does not belong to us.
With that focus, and with our present mix of businesses, Berkshire should do a bit better than the average American corporation and, more important, should also operate with materially less risk of permanent loss of capital. Anything beyond “slightly better,” though, is wishful thinking. This modest aspiration wasn’t the case when Bertie went all-in on Berkshire – but it is now.
Our Not-So-Secret Weapon
Occasionally, markets and/or the economy will cause stocks and bonds of some large and fundamentally good businesses to be strikingly mispriced. Indeed, markets can – and will – unpredictably seize up or even vanish as they did for four months in 1914 and for a few days in 2001. If you believe that American investors are now more stable than in the past, think back to September 2008. Speed of communication and the wonders of technology facilitate instant worldwide paralysis, and we have come a long way since smoke signals. Such instant panics won’t happen often – but they will happen.
Berkshire’s ability to immediately respond to market seizures with both huge sums and certainty of performance may offer us an occasional large-scale opportunity. Though the stock market is massively larger than it was in our early years, today’s active participants are neither more emotionally stable nor better taught than when I was in school. For whatever reasons, markets now exhibit far more casino-like behavior than they did when I was young. The casino now resides in many homes and daily tempts the occupants.
One fact of financial life should never be forgotten. Wall Street – to use the term in its
figurative sense – would like its customers to make money, but what truly causes its denizens’
juices to flow is feverish activity. At such times, whatever foolishness can be marketed will be
vigorously marketed – not by everyone but always by someone.
Occasionally, the scene turns ugly. The politicians then become enraged; the most flagrant
perpetrators of misdeeds slip away, rich and unpunished; and your friend next door becomes
bewildered, poorer and sometimes vengeful. Money, he learns, has trumped morality.
One investment rule at Berkshire has not and will not change: Never risk permanent loss of capital. Thanks to the American tailwind and the power of compound interest, the arena in which we operate has been – and will be – rewarding if you make a couple of good decisions during a lifetime and avoid serious mistakes.
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I believe Berkshire can handle financial disasters of a magnitude beyond any heretofore experienced. This ability is one we will not relinquish. When economic upsets occur, as they will, Berkshire’s goal will be to function as an asset to the country – just as it was in a very minor way in 2008-9 – and to help extinguish the financial fire rather than to be among the many companies that, inadvertently or otherwise, ignited the conflagration.
Our goal is realistic. Berkshire’s strength comes from its Niagara of diverse earnings
delivered after interest costs, taxes and substantial charges for depreciation and amortization
(“EBITDA” is a banned measurement at Berkshire). We also operate with minimal requirements
for cash, even if the country encounters a prolonged period of global economic weakness, fear and
near-paralysis.
Berkshire does not currently pay dividends, and its share repurchases are 100%
discretionary. Annual debt maturities are never material.
Your company also holds a cash and U.S. Treasury bill position far in excess of what
conventional wisdom deems necessary. During the 2008 panic, Berkshire generated cash from
operations and did not rely in any manner on commercial paper, bank lines or debt markets. We
did not predict the time of an economic paralysis but we were always prepared for one.
Extreme fiscal conservatism is a corporate pledge we make to those who have joined us in
ownership of Berkshire. In most years – indeed in most decades – our caution will likely prove to
be unneeded behavior – akin to an insurance policy on a fortress-like building thought to be
fireproof. But Berkshire does not want to inflict permanent financial damage – quotational
shrinkage for extended periods can’t be avoided – on Bertie or any of the individuals who have
trusted us with their savings.
Berkshire is built to last.
Non-controlled Businesses That Leave Us Comfortable
Last year I mentioned two of Berkshire’s long-duration partial-ownership
positions – Coca-Cola and American Express. These are not huge commitments like our Apple
position. Each only accounts for 4-5% of Berkshire’s GAAP net worth. But they are meaningful
assets and also illustrate our thought processes.
American Express began operations in 1850, and Coca-Cola was launched in an Atlanta
drug store in 1886. (Berkshire is not big on newcomers.) Both companies tried expanding into
unrelated areas over the years and both found little success in these attempts. In the past – but
definitely not now – both were even mismanaged.
But each was hugely successful in its base business, reshaped here and there as conditions
called for. And, crucially, their products “traveled.” Both Coke and AMEX became recognizable names worldwide as did their core products, and the consumption of liquids and the need for unquestioned financial trust are timeless essentials of our world.
During 2023, we did not buy or sell a share of either AMEX or Coke – extending our own Rip Van Winkle slumber that has now lasted well over two decades. Both companies again rewarded our inaction last year by increasing their earnings and dividends. Indeed, our share of AMEX earnings in 2023 considerably exceeded the $1.3 billion cost of our long-ago purchase.
Both AMEX and Coke will almost certainly increase their dividends in 2024 – about 16% in the case of AMEX – and we will most certainly leave our holdings untouched throughout the year. Could I create a better worldwide business than these two enjoy? As Bertie will tell you: “No way.”
Though Berkshire did not purchase shares of either company in 2023, your indirect ownership of both Coke and AMEX increased a bit last year because of share repurchases we made at Berkshire. Such repurchases work to increase your participation in every asset that Berkshire owns. To this obvious but often overlooked truth, I add my usual caveat: All stock repurchases should be price-dependent. What is sensible at a discount to business-value becomes stupid if done at a premium.
The lesson from Coke and AMEX? When you find a truly wonderful business, stick with it. Patience pays, and one wonderful business can offset the many mediocre decisions that are inevitable.
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This year, I would like to describe two other investments that we expect to maintain indefinitely. Like Coke and AMEX, these commitments are not huge relative to our resources.
They are worthwhile, however, and we were able to increase both positions during 2023.
At yearend, Berkshire owned 27.8% of Occidental Petroleum’s common shares and also owned warrants that, for more than five years, give us the option to materially increase our ownership at a fixed price. Though we very much like our ownership, as well as the option, Berkshire has no interest in purchasing or managing Occidental. We particularly like its vast oil and gas holdings in the United States, as well as its leadership in carbon-capture initiatives, though the economic feasibility of this technique has yet to be proven. Both of these activities are very much in our country’s interest.
Not so long ago, the U.S. was woefully dependent on foreign oil, and carbon capture had no meaningful constituency. Indeed, in 1975, U.S. production was eight million barrels of oil-equivalent per day (“BOEPD”), a level far short of the country’s needs. From the favorable energy position that facilitated the U.S. mobilization in World War II, the country had retreated to become heavily dependent on foreign – potentially unstable – suppliers. Further declines in oil production were predicted along with future increases in usage.
For a long time, the pessimism appeared to be correct, with production falling to five million BOEPD by 2007. Meanwhile, the U.S. government created a Strategic Petroleum Reserve(“SPR”) in 1975 to alleviate – though not come close to eliminating – this erosion of American self-sufficiency.
And then – Hallelujah! – shale economics became feasible in 2011, and our energy dependency ended. Now, U.S. production is more than 13 million BOEPD, and OPEC no longer has the upper hand. Occidental itself has annual U.S. oil production that each year comes close to matching the entire inventory of the SPR. Our country would be very – very – nervous today if domestic production had remained at five million BOEPD, and it found itself hugely dependent on non-U.S. sources. At that level, the SPR would have been emptied within months if foreign oil became unavailable.
Under Vicki Hollub’s leadership, Occidental is doing the right things for both its country and its owners. No one knows what oil prices will do over the next month, year, or decade. But Vicki does know how to separate oil from rock, and that’s an uncommon talent, valuable to her shareholders and to her country.
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Additionally, Berkshire continues to hold its passive and long-term interest in five very
large Japanese companies, each of which operates in a highly-diversified manner somewhat similar
to the way Berkshire itself is run. We increased our holdings in all five last year after Greg Abel
and I made a trip to Tokyo to talk with their managements.
Berkshire now owns about 9% of each of the five. (A minor point: Japanese companies
calculate outstanding shares in a manner different from the practice in the U.S.) Berkshire has also
pledged to each company that it will not purchase shares that will take our holdings beyond 9.9%.
Our cost for the five totals ¥1.6 trillion, and the yearend market value of the five was ¥2.9 trillion.
However, the yen has weakened in recent years and our yearend unrealized gain in dollars was 61% or $8 billion.
Neither Greg nor I believe we can forecast market prices of major currencies. We also don’t believe we can hire anyone with this ability. Therefore, Berkshire has financed most of its Japanese position with the proceeds from ¥1.3 trillion of bonds. This debt has been very well-received in Japan, and I believe Berkshire has more yen-denominated debt outstanding than any other American company. The weakened yen has produced a yearend gain for Berkshire of $1.9 billion, a sum that, pursuant to GAAP rules, has periodically been recognized in income over the 2020-23 period.
In certain important ways, all five companies – Itochu, Marubeni, Mitsubishi, Mitsui and Sumitomo – follow shareholder-friendly policies that are much superior to those customarily practiced in the U.S. Since we began our Japanese purchases, each of the five has reduced the number of its outstanding shares at attractive prices.
Meanwhile, the managements of all five companies have been far less aggressive about their own compensation than is typical in the United States. Note as well that each of the five is applying only about 1⁄3 of its earnings to dividends. The large sums the five retain are used both to build their many businesses and, to a lesser degree, to repurchase shares. Like Berkshire, the five companies are reluctant to issue shares.
An additional benefit for Berkshire is the possibility that our investment may lead to opportunities for us to partner around the world with five large, well-managed and well-respected companies. Their interests are far more broad than ours. And, on their side, the Japanese CEOs have the comfort of knowing that Berkshire will always possess huge liquid resources that can be instantly available for such partnerships, whatever their size may be.
Our Japanese purchases began on July 4, 2019. Given Berkshire’s present size, building positions through open-market purchases takes a lot of patience and an extended period of “friendly” prices. The process is like turning a battleship. That is an important disadvantage which we did not face in our early days at Berkshire.
The Scorecard in 2023
Every quarter we issue a press release that reports our summarized operating earnings (or loss) in a manner similar to what is shown below. Here is the full-year compilation: (in $ millions)
At Berkshire’s annual gathering on May 6, 2023, I presented the first quarter’s results which had been released early that morning. I followed with a short summary of the outlook for the full year: (1) most of our non-insurance businesses faced lower earnings in 2023; (2) that decline would be cushioned by decent results at our two largest non-insurance businesses, BNSF and Berkshire Hathaway Energy (“BHE”) which, combined, had accounted for more than 30% of operating earnings in 2022; (3) our investment income was certain to materially grow because the huge U.S. Treasury bill position held by Berkshire had finally begun to pay us far more than the pittance we had been receiving and (4) insurance would likely do well, both because its underwriting earnings are not correlated to earnings elsewhere in the economy and, beyond that, property-casualty insurance prices had strengthened.
Insurance came through as expected. I erred, however, in my expectations for both BNSF and BHE. Let’s take a look at each.
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Rail is essential to America’s economic future. It is clearly the most efficient way – measured by cost, fuel usage and carbon intensity – of moving heavy materials to distant destinations. Trucking wins for short hauls, but many goods that Americans need must travel to customers many hundreds or even several thousands of miles away. The country can’t run without rail, and the industry’s capital needs will always be huge. Indeed, compared to most American businesses, railroads eat capital.
BNSF is the largest of six major rail systems that blanket North America. Our railroad carries its 23,759 miles of main track, 99 tunnels, 13,495 bridges, 7,521 locomotives and assorted other fixed assets at $70 billion on its balance sheet. But my guess is that it would cost at least $500 billion to replicate those assets and decades to complete the job.
BNSF must annually spend more than its depreciation charge to simply maintain its present level of business. This reality is bad for owners, whatever the industry in which they have invested, but it is particularly disadvantageous in capital-intensive industries.
At BNSF, the outlays in excess of GAAP depreciation charges since our purchase 14 years ago have totaled a staggering $22 billion or more than $11⁄2 billion annually. Ouch! That sort of gap means BNSF dividends paid to Berkshire, its owner, will regularly fall considerably short of BNSF’s reported earnings unless we regularly increase the railroad’s debt. And that we do not intend to do.
Consequently, Berkshire is receiving an acceptable return on its purchase price, though less than it might appear, and also a pittance on the replacement value of the property. That’s no surprise to me or Berkshire’s board of directors. It explains why we could buy BNSF in 2010 at a small fraction of its replacement value.
North America’s rail system moves huge quantities of coal, grain, autos, imported and exported goods, etc. one-way for long distances and those trips often create a revenue problem for back-hauls. Weather conditions are extreme and frequently hamper or even stymie the utilization of track, bridges and equipment. Flooding can be a nightmare. None of this is a surprise. While I sit in an always-comfortable office, railroading is an outdoor activity with many employees working under trying and sometimes dangerous conditions.
An evolving problem is that a growing percentage of Americans are not looking for the difficult, and often lonely, employment conditions inherent in some rail operations. Engineers must deal with the fact that among an American population of 335 million, some forlorn or mentally-disturbed Americans are going to elect suicide by lying in front of a 100-car, extraordinarily heavy train that can’t be stopped in less than a mile or more. Would you like to be the helpless engineer? This trauma happens about once a day in North America; it is far more common in Europe and will always be with us.
Wage negotiations in the rail industry can end up in the hands of the President and Congress. Additionally, American railroads are required to carry many dangerous products every day that the industry would much rather avoid. The words “common carrier” define railroad responsibilities.
Last year BNSF’s earnings declined more than I expected, as revenues fell. Though fuel costs also fell, wage increases, promulgated in Washington, were far beyond the country’s inflation goals. This differential may recur in future negotiations.
Though BNSF carries more freight and spends more on capital expenditures than any of the five other major North American railroads, its profit margins have slipped relative to all five since our purchase. I believe that our vast service territory is second to none and that therefore our margin comparisons can and should improve.
I am particularly proud of both BNSF’s contribution to the country and the people who work in sub-zero outdoor jobs in North Dakota and Montana winters to keep America’s commercial arteries open. Railroads don’t get much attention when they are working but, were they unavailable, the void would be noticed immediately throughout America.
A century from now, BNSF will continue to be a major asset of the country and of Berkshire. You can count on that.
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Our second and even more severe earnings disappointment last year occurred at BHE. Most of its large electric-utility businesses, as well as its extensive gas pipelines, performed about as expected. But the regulatory climate in a few states has raised the specter of zero profitability or even bankruptcy (an actual outcome at California’s largest utility and a current threat in Hawaii).
In such jurisdictions, it is difficult to project both earnings and asset values in what was once regarded as among the most stable industries in America.
For more than a century, electric utilities raised huge sums to finance their growth through a state-by-state promise of a fixed return on equity (sometimes with a small bonus for superior performance). With this approach, massive investments were made for capacity that would likely be required a few years down the road. That forward-looking regulation reflected the reality that utilities build generating and transmission assets that often take many years to construct. BHE’s extensive multi-state transmission project in the West was initiated in 2006 and remains some years from completion. Eventually, it will serve 10 states comprising 30% of the acreage in the continental United States.
With this model employed by both private and public-power systems, the lights stayed on, even if population growth or industrial demand exceeded expectations. The “margin of safety” approach seemed sensible to regulators, investors and the public. Now, the fixed-but-satisfactory return pact has been broken in a few states, and investors are becoming apprehensive that such ruptures may spread. Climate change adds to their worries. Underground transmission may be required but who, a few decades ago, wanted to pay the staggering costs for such construction?
At Berkshire, we have made a best estimate for the amount of losses that have occurred.
These costs arose from forest fires, whose frequency and intensity have increased – and will likely continue to increase – if convective storms become more frequent.
It will be many years until we know the final tally from BHE’s forest-fire losses and can intelligently make decisions about the desirability of future investments in vulnerable western states. It remains to be seen whether the regulatory environment will change elsewhere.
Other electric utilities may face survival problems resembling those of Pacific Gas and Electric and Hawaiian Electric. A confiscatory resolution of our present problems would obviously be a negative for BHE, but both that company and Berkshire itself are structured to survive negative surprises. We regularly get these in our insurance business, where our basic product is risk assumption, and they will occur elsewhere. Berkshire can sustain financial surprises but we will not knowingly throw good money after bad.
Whatever the case at Berkshire, the final result for the utility industry may be ominous: Certain utilities might no longer attract the savings of American citizens and will be forced to adopt the public-power model. Nebraska made this choice in the 1930s and there are many public-power operations throughout the country. Eventually, voters, taxpayers and users will decide which model they prefer.
When the dust settles, America’s power needs and the consequent capital expenditure will be staggering. I did not anticipate or even consider the adverse developments in regulatory returns and, along with Berkshire’s two partners at BHE, I made a costly mistake in not doing so.
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Enough about problems: Our insurance business performed exceptionally well last year, setting records in sales, float and underwriting profits. Property-casualty insurance (“P/C”) provides the core of Berkshire’s well-being and growth. We have been in the business for 57 years and despite our nearly 5,000-fold increase in volume – from $17 million to $83 billion – we have much room to grow.
Beyond that, we have learned – too often, painfully – a good deal about what types of insurance business and what sort of people to avoid. The most important lesson is that our underwriters can be thin, fat, male, female, young, old, foreign or domestic. But they can’t be optimists at the office, however desirable that quality may generally be in life.
Surprises in the P/C business – which can occur decades after six-month or one-year policies have expired – are almost always negative. The industry’s accounting is designed to recognize this reality, but estimation mistakes can be huge. And when charlatans are involved, detection is often both slow and costly. Berkshire will always attempt to be accurate in its estimates of future loss payments but inflation – both monetary and the “legal” variety – is a wild card.
I’ve told the story of our insurance operations so many times that I will simply direct newcomers to page 18. Here, I will only repeat that our position would not be what it is if Ajit Jain had not joined Berkshire in 1986. Before that lucky day – aside from an almost unbelievably wonderful experience with GEICO that began early in 1951 and will never end – I was largely wandering in the wilderness, as I struggled to build our insurance operation.
Ajit’s achievements since joining Berkshire have been supported by a large cast of hugely-talented insurance executives in our various P/C operations. Their names and faces are unknown to most of the press and the public. Berkshire’s lineup of managers, however, is to P/C insurance what Cooperstown’s honorees are to baseball.
Bertie, you can feel good about the fact that you own a piece of an incredible P/C operation that now operates worldwide with unmatched financial resources, reputation and talent. It carried the day in 2023.
What is it with Omaha?
Come to Berkshire’s annual gathering on May 4, 2024. On stage you will see the three managers who now bear the prime responsibilities for steering your company. What, you may wonder, do the three have in common? They certainly don’t look alike. Let’s dig deeper.
Greg Abel, who runs all non-insurance operations for Berkshire – and in all respects is ready to be CEO of Berkshire tomorrow – was born and raised in Canada (he still plays hockey).
In the 1990s, however, Greg lived for six years in Omaha just a few blocks away from me. During that period, I never met him.
A decade or so earlier, Ajit Jain, who was born, raised and educated in India, lived with his family in Omaha only a mile or so from my home (where I’ve lived since 1958). Both Ajit and his wife, Tinku, have many Omaha friends, though it’s been more than three decades since they moved to New York (in order to be where much of the action in reinsurance takes place).
Missing from the stage this year will be Charlie. He and I were both born in Omaha about two miles from where you will sit at our May get-together. In his first ten years, Charlie lived about a half-mile from where Berkshire has long maintained its office. Both Charlie and I spent our early years in Omaha public schools and were indelibly shaped by our Omaha childhood. We didn’t meet, however, until much later. (A footnote that may surprise you: Charlie lived under 15 of America’s 45 presidents. People refer to President Biden as #46, but that numbering counts Grover Cleveland as both #22 and #24 because his terms were not consecutive. America is a very young country.)
Moving to the corporate level, Berkshire itself relocated in 1970 from its 81 years of residence in New England to settle in Omaha, leaving its troubles behind and blossoming in its new home.
As a final punctuation point to the “Omaha Effect,” Bertie – yes that Bertie – spent her early formative years in a middle-class neighborhood in Omaha and, many decades later, emerged as one of the country’s great investors.
You may be thinking that she put all of her money in Berkshire and then simply sat on it.
But that’s not true. After starting a family in 1956, Bertie was active financially for 20 years: holding bonds, putting 1⁄3 of her funds in a publicly-held mutual fund and trading stocks with some frequency. Her potential remained unnoticed.
Then, in 1980, when 46, and independent of any urgings from her brother, Bertie decided to make her move. Retaining only the mutual fund and Berkshire, she made no new trades during the next 43 years. During that period, she became very rich, even after making large philanthropic gifts (think nine figures).
Millions of American investors could have followed her reasoning which involved only the common sense she had somehow absorbed as a child in Omaha. And, taking no chances, Bertie returns to Omaha every May to be re-energized.
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So what is going on? Is it Omaha’s water? Is it Omaha’s air? Is it some strange planetary phenomenon akin to that which has produced Jamaica’s sprinters, Kenya’s marathon runners, or Russia’s chess experts? Must we wait until AI someday yields the answer to this puzzle? Keep an open mind. Come to Omaha in May, inhale the air, drink the water and say “hi” to Bertie and her good-looking daughters. Who knows? There is no downside, and, in any event, you will have a good time and meet a huge crowd of friendly people.
To top things off, we will have available the new 4th edition of Poor Charlie’s Almanack. Pick up a copy. Charlie’s wisdom will improve your life as it has mine.
Berkshire has more than three million shareholder accounts. I am charged with writing a letter every year that will be useful to this diverse and ever-changing group of owners, many of whom wish to learn more about their investment.
Charlie Munger, for decades my partner in managing Berkshire, viewed this obligation identically and would expect me to communicate with you this year in the regular manner. He and I were of one mind regarding our responsibilities to Berkshire shareholders.
Writers find it useful to picture the reader they seek, and often they are hoping to attract a mass audience. At Berkshire, we have a more limited target: investors who trust Berkshire with their savings without any expectation of resale (resembling in attitude people who save in order to buy a farm or rental property rather than people who prefer using their excess funds to purchase lottery tickets or “hot” stocks).
Over the years, Berkshire has attracted an unusual number of such “lifetime” shareholders and their heirs. We cherish their presence and believe they are entitled to hear every year both the good and bad news, delivered directly from their CEO and not from an investor-relations officer or communications consultant forever serving up optimism and syrupy mush.
In visualizing the owners that Berkshire seeks, I am lucky to have the perfect mental model, my sister, Bertie. Let me introduce her.
For openers, Bertie is smart, wise and likes to challenge my thinking. We have never, however, had a shouting match or anything close to a ruptured relationship. We never will.
Furthermore, Bertie, and her three daughters as well, have a large portion of their savings in Berkshire shares. Their ownership spans decades, and every year Bertie will read what I have to say. My job is to anticipate her questions and give her honest answers.
Bertie, like most of you, understands many accounting terms, but she is not ready for a CPA exam. She follows business news – reading four newspapers daily – but doesn‘t consider herself an economic expert. She is sensible – very sensible – instinctively knowing that pundits should always be ignored. After all, if she could reliably predict tomorrow’s winners, would she freely share her valuable insights and thereby increase competitive buying? That would be like finding gold and then handing a map to the neighbors showing its location.
Bertie understands the power – for good or bad – of incentives, the weaknesses of humans, the “tells” that can be recognized when observing human behavior. She knows who is “selling” and who can be trusted. In short, she is nobodys fool.
So, what would interest Bertie this year?
Operating Results, Fact and Fiction
Lets begin with the numbers. The official annual report begins on K-1 and extends for 124 pages. It is filled with a vast amount of information – some important, some trivial.
Among its disclosures many owners, along with financial reporters, will focus on page K-72. There, they will find the proverbial “bottom line” labeled “Net earnings (loss).” The numbers read $90 billion for 2021, ($23 billion) for 2022 and $96 billion for 2023.
What in the world is going on?
You seek guidance and are told that the procedures for calculating these “earnings” are promulgated by a sober and credentialed Financial Accounting Standards Board (“FASB”), mandated by a dedicated and hard-working Securities and Exchange Commission (“SEC”) and audited by the world-class professionals at Deloitte & Touche (“D&T”). On page K-67, D&T pulls no punches: “In our opinion, the financial statements . . . . . present fairly, in all material respects (italics mine), the financial position of the Company . . . . . and the results of its operations . . . . . for each of the three years in the period ended December 31, 2023 . . . . .”
So sanctified, this worse-than-useless “net income” figure quickly gets transmitted throughout the world via the internet and media. All parties believe they have done their job – and, legally, they have.
We, however, are left uncomfortable. At Berkshire, our view is that “earnings” should be a sensible concept that Bertie will find somewhat useful – but only as a starting point – in evaluating a business. Accordingly, Berkshire also reports to Bertie and you what we call “operating earnings.” Here is the story they tell: $27.6 billion for 2021; $30.9 billion for 2022 and $37.4 billion for 2023.
The primary difference between the mandated figures and the ones Berkshire prefers is that we exclude unrealized capital gains or losses that at times can exceed $5 billion a day. Ironically, our preference was pretty much the rule until 2018, when the “improvement” was mandated. Galileos experience, several centuries ago, should have taught us not to mess with mandates from on high. But, at Berkshire, we can be stubborn.
Make no mistake about the significance of capital gains: I expect them to be a very important component of Berkshire‘s value accretion during the decades ahead. Why else would we commit huge dollar amounts of your money (and Bertie’s) to marketable equities just as I have been doing with my own funds throughout my investing lifetime?
I cant remember a period since March 11, 1942 – the date of my first stock purchase – that I have not had a majority of my net worth in equities, U.S.-based equities. And so far, so good. The Dow Jones Industrial Average fell below 100 on that fateful day in 1942 when I “pulled the trigger.” I was down about $5 by the time school was out. Soon, things turned around and now that index hovers around 38,000. America has been a terrific country for investors. All they have needed to do is sit quietly, listening to no one.
It is more than silly, however, to make judgments about Berkshires investment value based on “earnings” that incorporate the capricious day-by-day and, yes, even year-by-year movements of the stock market. As Ben Graham taught me, “In the short run the market acts as a voting machine; in the long run it becomes a weighing machine.”
What We Do
Our goal at Berkshire is simple: We want to own either all or a portion of businesses that enjoy good economics that are fundamental and enduring. Within capitalism, some businesses will flourish for a very long time while others will prove to be sinkholes. Its harder than you would think to predict which will be the winners and losers. And those who tell you they know the answer are usually either self-delusional or snake-oil salesmen.
At Berkshire, we particularly favor the rare enterprise that can deploy additional capital at high returns in the future. Owning only one of these companies – and simply sitting tight – can deliver wealth almost beyond measure. Even heirs to such a holding can – ugh! – sometimes live a lifetime of leisure.
We also hope these favored businesses are run by able and trustworthy managers, though that is a more difficult judgment to make, however, and Berkshire has had its share of disappointments.
In 1863, Hugh McCulloch, the first Comptroller of the United States, sent a letter to all national banks. His instructions included this warning: “Never deal with a rascal under the expectation that you can prevent him from cheating you.” Many bankers who thought they could “manage” the rascal problem have learned the wisdom of Mr. McCullochs advice – and I have as well. People are not that easy to read. Sincerity and empathy can easily be faked. That is as true now as it was in 1863.
This combination of the two necessities Ive described for acquiring businesses has for long been our goal in purchases and, for a while, we had an abundance of candidates to evaluate. If I missed one – and I missed plenty – another always came along.
Those days are long behind us; size did us in, though increased competition for purchases was also a factor.
Berkshire now has – by far – the largest GAAP net worth recorded by any American business. Record operating income and a strong stock market led to a yearend figure of $561 billion. The total GAAP net worth for the other 499 S&P companies – a whos who of American business – was $8.9 trillion in 2022. (The 2023 number for the S&P has not yet been tallied but is unlikely to materially exceed $9.5 trillion.)
By this measure, Berkshire now occupies nearly 6% of the universe in which it operates. Doubling our huge base is simply not possible within, say, a five-year period, particularly because we are highly averse to issuing shares (an act that immediately juices net worth).
There remain only a handful of companies in this country capable of truly moving the needle at Berkshire, and they have been endlessly picked over by us and by others. Some we can value; some we cant. And, if we can, they have to be attractively priced. Outside the U.S., there are essentially no candidates that are meaningful options for capital deployment at Berkshire. All in all, we have no possibility of eye-popping performance.
Nevertheless, managing Berkshire is mostly fun and always interesting. On the positive side, after 59 years of assemblage, the company now owns either a portion or 100% of various businesses that, on a weighted basis, have somewhat better prospects than exist at most large American companies. By both luck and pluck, a few huge winners have emerged from a great many dozens of decisions. And we now have a small cadre of long-time managers who never muse about going elsewhere and who regard 65 as just another birthday.
Berkshire benefits from an unusual constancy and clarity of purpose. While we emphasize treating our employees, communities and suppliers well – who wouldnt wish to do so? – our allegiance will always be to our country and our shareholders. We never forget that, though your money is comingled with ours, it does not belong to us.
With that focus, and with our present mix of businesses, Berkshire should do a bit better than the average American corporation and, more important, should also operate with materially less risk of permanent loss of capital. Anything beyond “slightly better,” though, is wishful thinking. This modest aspiration wasnt the case when Bertie went all-in on Berkshire – but it is now.
Our Not-So-Secret Weapon
Occasionally, markets and/or the economy will cause stocks and bonds of some large and fundamentally good businesses to be strikingly mispriced. Indeed, markets can – and will – unpredictably seize up or even vanish as they did for four months in 1914 and for a few days in 2001. If you believe that American investors are now more stable than in the past, think back to September 2008. Speed of communication and the wonders of technology facilitate instant worldwide paralysis, and we have come a long way since smoke signals. Such instant panics wont happen often – but they will happen.
Berkshire‘s ability to immediately respond to market seizures with both huge sums and certainty of performance may offer us an occasional large-scale opportunity. Though the stock market is massively larger than it was in our early years, today’s active participants are neither more emotionally stable nor better taught than when I was in school. For whatever reasons, markets now exhibit far more casino-like behavior than they did when I was young. The casino now resides in many homes and daily tempts the occupants.
One fact of financial life should never be forgotten. Wall Street – to use the term in its figurative sense – would like its customers to make money, but what truly causes its denizens juices to flow is feverish activity. At such times, whatever foolishness can be marketed will be vigorously marketed – not by everyone but always by someone.
Occasionally, the scene turns ugly. The politicians then become enraged; the most flagrant perpetrators of misdeeds slip away, rich and unpunished; and your friend next door becomes bewildered, poorer and sometimes vengeful. Money, he learns, has trumped morality.
One investment rule at Berkshire has not and will not change: Never risk permanent loss of capital. Thanks to the American tailwind and the power of compound interest, the arena in which we operate has been – and will be – rewarding if you make a couple of good decisions during a lifetime and avoid serious mistakes.
I believe Berkshire can handle financial disasters of a magnitude beyond any heretofore experienced. This ability is one we will not relinquish. When economic upsets occur, as they will, Berkshires goal will be to function as an asset to the country – just as it was in a very minor way in 2008-9 – and to help extinguish the financial fire rather than to be among the many companies that, inadvertently or otherwise, ignited the conflagration.
Our goal is realistic. Berkshires strength comes from its Niagara of diverse earnings delivered after interest costs, taxes and substantial charges for depreciation and amortization (“EBITDA” is a banned measurement at Berkshire). We also operate with minimal requirements for cash, even if the country encounters a prolonged period of global economic weakness, fear and near-paralysis.
Berkshire does not currently pay dividends, and its share repurchases are 100% discretionary. Annual debt maturities are never material.
Your company also holds a cash and U.S. Treasury bill position far in excess of what conventional wisdom deems necessary. During the 2008 panic, Berkshire generated cash from operations and did not rely in any manner on commercial paper, bank lines or debt markets. We did not predict the time of an economic paralysis but we were always prepared for one.
Extreme fiscal conservatism is a corporate pledge we make to those who have joined us in ownership of Berkshire. In most years – indeed in most decades – our caution will likely prove to be unneeded behavior – akin to an insurance policy on a fortress-like building thought to be fireproof. But Berkshire does not want to inflict permanent financial damage – quotational shrinkage for extended periods cant be avoided – on Bertie or any of the individuals who have trusted us with their savings.
Berkshire is built to last.
Non-controlled Businesses That Leave Us Comfortable
Last year I mentioned two of Berkshire‘s long-duration partial-ownership positions – Coca-Cola and American Express. These are not huge commitments like our Apple position. Each only accounts for 4-5% of Berkshire’s GAAP net worth. But they are meaningful assets and also illustrate our thought processes.
American Express began operations in 1850, and Coca-Cola was launched in an Atlanta drug store in 1886. (Berkshire is not big on newcomers.) Both companies tried expanding into unrelated areas over the years and both found little success in these attempts. In the past – but definitely not now – both were even mismanaged.
But each was hugely successful in its base business, reshaped here and there as conditions called for. And, crucially, their products “traveled.” Both Coke and AMEX became recognizable names worldwide as did their core products, and the consumption of liquids and the need for unquestioned financial trust are timeless essentials of our world.
During 2023, we did not buy or sell a share of either AMEX or Coke – extending our own Rip Van Winkle slumber that has now lasted well over two decades. Both companies again rewarded our inaction last year by increasing their earnings and dividends. Indeed, our share of AMEX earnings in 2023 considerably exceeded the $1.3 billion cost of our long-ago purchase.
Both AMEX and Coke will almost certainly increase their dividends in 2024 – about 16% in the case of AMEX – and we will most certainly leave our holdings untouched throughout the year. Could I create a better worldwide business than these two enjoy? As Bertie will tell you: “No way.”
Though Berkshire did not purchase shares of either company in 2023, your indirect ownership of both Coke and AMEX increased a bit last year because of share repurchases we made at Berkshire. Such repurchases work to increase your participation in every asset that Berkshire owns. To this obvious but often overlooked truth, I add my usual caveat: All stock repurchases should be price-dependent. What is sensible at a discount to business-value becomes stupid if done at a premium.
The lesson from Coke and AMEX? When you find a truly wonderful business, stick with it. Patience pays, and one wonderful business can offset the many mediocre decisions that are inevitable.
This year, I would like to describe two other investments that we expect to maintain indefinitely. Like Coke and AMEX, these commitments are not huge relative to our resources. They are worthwhile, however, and we were able to increase both positions during 2023.
At yearend, Berkshire owned 27.8% of Occidental Petroleum‘s common shares and also owned warrants that, for more than five years, give us the option to materially increase our ownership at a fixed price. Though we very much like our ownership, as well as the option, Berkshire has no interest in purchasing or managing Occidental. We particularly like its vast oil and gas holdings in the United States, as well as its leadership in carbon-capture initiatives, though the economic feasibility of this technique has yet to be proven. Both of these activities are very much in our country’s interest.
Not so long ago, the U.S. was woefully dependent on foreign oil, and carbon capture had no meaningful constituency. Indeed, in 1975, U.S. production was eight million barrels of oil-equivalent per day (“BOEPD”), a level far short of the countrys needs. From the favorable energy position that facilitated the U.S. mobilization in World War II, the country had retreated to become heavily dependent on foreign – potentially unstable – suppliers. Further declines in oil production were predicted along with future increases in usage.
For a long time, the pessimism appeared to be correct, with production falling to five million BOEPD by 2007. Meanwhile, the U.S. government created a Strategic Petroleum Reserve (“SPR”) in 1975 to alleviate – though not come close to eliminating – this erosion of American self-sufficiency.
And then – Hallelujah! – shale economics became feasible in 2011, and our energy dependency ended. Now, U.S. production is more than 13 million BOEPD, and OPEC no longer has the upper hand. Occidental itself has annual U.S. oil production that each year comes close to matching the entire inventory of the SPR. Our country would be very – very – nervous today if domestic production had remained at five million BOEPD, and it found itself hugely dependent on non-U.S. sources. At that level, the SPR would have been emptied within months if foreign oil became unavailable.
Under Vicki Hollub‘s leadership, Occidental is doing the right things for both its country and its owners. No one knows what oil prices will do over the next month, year, or decade. But Vicki does know how to separate oil from rock, and that’s an uncommon talent, valuable to her shareholders and to her country.
Additionally, Berkshire continues to hold its passive and long-term interest in five very large Japanese companies, each of which operates in a highly-diversified manner somewhat similar to the way Berkshire itself is run. We increased our holdings in all five last year after Greg Abel and I made a trip to Tokyo to talk with their managements.
Berkshire now owns about 9% of each of the five. (A minor point: Japanese companies calculate outstanding shares in a manner different from the practice in the U.S.) Berkshire has also pledged to each company that it will not purchase shares that will take our holdings beyond 9.9%. Our cost for the five totals ¥1.6 trillion, and the yearend market value of the five was ¥2.9 trillion. However, the yen has weakened in recent years and our yearend unrealized gain in dollars was 61% or $8 billion.
Neither Greg nor I believe we can forecast market prices of major currencies. We also dont believe we can hire anyone with this ability. Therefore, Berkshire has financed most of its Japanese position with the proceeds from ¥1.3 trillion of bonds. This debt has been very well-received in Japan, and I believe Berkshire has more yen-denominated debt outstanding than any other American company. The weakened yen has produced a yearend gain for Berkshire of $1.9 billion, a sum that, pursuant to GAAP rules, has periodically been recognized in income over the 2020-23 period.
In certain important ways, all five companies – Itochu, Marubeni, Mitsubishi, Mitsui and Sumitomo – follow shareholder-friendly policies that are much superior to those customarily practiced in the U.S. Since we began our Japanese purchases, each of the five has reduced the number of its outstanding shares at attractive prices.
Meanwhile, the managements of all five companies have been far less aggressive about their own compensation than is typical in the United States. Note as well that each of the five is applying only about 13 of its earnings to dividends. The large sums the five retain are used both to build their many businesses and, to a lesser degree, to repurchase shares. Like Berkshire, the five companies are reluctant to issue shares.
An additional benefit for Berkshire is the possibility that our investment may lead to opportunities for us to partner around the world with five large, well-managed and well-respected companies. Their interests are far more broad than ours. And, on their side, the Japanese CEOs have the comfort of knowing that Berkshire will always possess huge liquid resources that can be instantly available for such partnerships, whatever their size may be.
Our Japanese purchases began on July 4, 2019. Given Berkshires present size, building positions through open-market purchases takes a lot of patience and an extended period of “friendly” prices. The process is like turning a battleship. That is an important disadvantage which we did not face in our early days at Berkshire.
The Scorecard in 2023
Every quarter we issue a press release that reports our summarized operating earnings (or loss) in a manner similar to what is shown below. Here is the full-year compilation:
At Berkshire‘s annual gathering on May 6, 2023, I presented the first quarter’s results which had been released early that morning. I followed with a short summary of the outlook for the full year: (1) most of our non-insurance businesses faced lower earnings in 2023; (2) that decline would be cushioned by decent results at our two largest non-insurance businesses, BNSF and Berkshire Hathaway Energy (“BHE”) which, combined, had accounted for more than 30% of operating earnings in 2022; (3) our investment income was certain to materially grow because the huge U.S. Treasury bill position held by Berkshire had finally begun to pay us far more than the pittance we had been receiving and (4) insurance would likely do well, both because its underwriting earnings are not correlated to earnings elsewhere in the economy and, beyond that, property-casualty insurance prices had strengthened.
Insurance came through as expected. I erred, however, in my expectations for both BNSF and BHE. Lets take a look at each.
Rail is essential to America‘s economic future. It is clearly the most efficient way – measured by cost, fuel usage and carbon intensity – of moving heavy materials to distant destinations. Trucking wins for short hauls, but many goods that Americans need must travel to customers many hundreds or even several thousands of miles away. The country can’t run without rail, and the industrys capital needs will always be huge. Indeed, compared to most American businesses, railroads eat capital.
BNSF is the largest of six major rail systems that blanket North America. Our railroad carries its 23,759 miles of main track, 99 tunnels, 13,495 bridges, 7,521 locomotives and assorted other fixed assets at $70 billion on its balance sheet. But my guess is that it would cost at least $500 billion to replicate those assets and decades to complete the job.
BNSF must annually spend more than its depreciation charge to simply maintain its present level of business. This reality is bad for owners, whatever the industry in which they have invested, but it is particularly disadvantageous in capital-intensive industries.
At BNSF, the outlays in excess of GAAP depreciation charges since our purchase 14 years ago have totaled a staggering $22 billion or more than $1 2 billion annually. Ouch! That sort of gap means BNSF dividends paid to Berkshire, its owner, will regularly fall considerably short of BNSF‘s reported earnings unless we regularly increase the railroad’s debt. And that we do not intend to do.
Consequently, Berkshire is receiving an acceptable return on its purchase price, though less than it might appear, and also a pittance on the replacement value of the property. That‘s no surprise to me or Berkshire’s board of directors. It explains why we could buy BNSF in 2010 at a small fraction of its replacement value.
North Americas rail system moves huge quantities of coal, grain, autos, imported and exported goods, etc. one-way for long distances and those trips often create a revenue problem for back-hauls. Weather conditions are extreme and frequently hamper or even stymie the utilization of track, bridges and equipment. Flooding can be a nightmare. None of this is a surprise. While I sit in an always-comfortable office, railroading is an outdoor activity with many employees working under trying and sometimes dangerous conditions.
An evolving problem is that a growing percentage of Americans are not looking for the difficult, and often lonely, employment conditions inherent in some rail operations. Engineers must deal with the fact that among an American population of 335 million, some forlorn or mentally-disturbed Americans are going to elect suicide by lying in front of a 100-car, extraordinarily heavy train that cant be stopped in less than a mile or more. Would you like to be the helpless engineer? This trauma happens about once a day in North America; it is far more common in Europe and will always be with us.
Wage negotiations in the rail industry can end up in the hands of the President and Congress. Additionally, American railroads are required to carry many dangerous products every day that the industry would much rather avoid. The words “common carrier” define railroad responsibilities.
Last year BNSF‘s earnings declined more than I expected, as revenues fell. Though fuel costs also fell, wage increases, promulgated in Washington, were far beyond the country’s inflation goals. This differential may recur in future negotiations.
Though BNSF carries more freight and spends more on capital expenditures than any of the five other major North American railroads, its profit margins have slipped relative to all five since our purchase. I believe that our vast service territory is second to none and that therefore our margin comparisons can and should improve.
I am particularly proud of both BNSF‘s contribution to the country and the people who work in sub-zero outdoor jobs in North Dakota and Montana winters to keep America’s commercial arteries open. Railroads dont get much attention when they are working but, were they unavailable, the void would be noticed immediately throughout America.
A century from now, BNSF will continue to be a major asset of the country and of Berkshire. You can count on that.
Our second and even more severe earnings disappointment last year occurred at BHE. Most of its large electric-utility businesses, as well as its extensive gas pipelines, performed about as expected. But the regulatory climate in a few states has raised the specter of zero profitability or even bankruptcy (an actual outcome at Californias largest utility and a current threat in Hawaii). In such jurisdictions, it is difficult to project both earnings and asset values in what was once regarded as among the most stable industries in America.
For more than a century, electric utilities raised huge sums to finance their growth through a state-by-state promise of a fixed return on equity (sometimes with a small bonus for superior performance). With this approach, massive investments were made for capacity that would likely be required a few years down the road. That forward-looking regulation reflected the reality that utilities build generating and transmission assets that often take many years to construct. BHEs extensive multi-state transmission project in the West was initiated in 2006 and remains some years from completion. Eventually, it will serve 10 states comprising 30% of the acreage in the continental United States.
With this model employed by both private and public-power systems, the lights stayed on, even if population growth or industrial demand exceeded expectations. The “margin of safety” approach seemed sensible to regulators, investors and the public. Now, the fixed-but-satisfactory-return pact has been broken in a few states, and investors are becoming apprehensive that such ruptures may spread. Climate change adds to their worries. Underground transmission may be required but who, a few decades ago, wanted to pay the staggering costs for such construction?
At Berkshire, we have made a best estimate for the amount of losses that have occurred. These costs arose from forest fires, whose frequency and intensity have increased – and will likely continue to increase – if convective storms become more frequent.
It will be many years until we know the final tally from BHEs forest-fire losses and can intelligently make decisions about the desirability of future investments in vulnerable western states. It remains to be seen whether the regulatory environment will change elsewhere.
Other electric utilities may face survival problems resembling those of Pacific Gas and Electric and Hawaiian Electric. A confiscatory resolution of our present problems would obviously be a negative for BHE, but both that company and Berkshire itself are structured to survive negative surprises. We regularly get these in our insurance business, where our basic product is risk assumption, and they will occur elsewhere. Berkshire can sustain financial surprises but we will not knowingly throw good money after bad.
Whatever the case at Berkshire, the final result for the utility industry may be ominous: Certain utilities might no longer attract the savings of American citizens and will be forced to adopt the public-power model. Nebraska made this choice in the 1930s and there are many public-power operations throughout the country. Eventually, voters, taxpayers and users will decide which model they prefer.
When the dust settles, America‘s power needs and the consequent capital expenditure will be staggering. I did not anticipate or even consider the adverse developments in regulatory returns and, along with Berkshire’s two partners at BHE, I made a costly mistake in not doing so.
Enough about problems: Our insurance business performed exceptionally well last year, setting records in sales, float and underwriting profits. Property-casualty insurance (“P/C”) provides the core of Berkshires well-being and growth. We have been in the business for 57 years and despite our nearly 5,000-fold increase in volume – from $17 million to $83 billion – we have much room to grow.
Beyond that, we have learned – too often, painfully – a good deal about what types of insurance business and what sort of people to avoid. The most important lesson is that our underwriters can be thin, fat, male, female, young, old, foreign or domestic. But they cant be optimists at the office, however desirable that quality may generally be in life.
Surprises in the P/C business – which can occur decades after six-month or one-year policies have expired – are almost always negative. The industrys accounting is designed to recognize this reality, but estimation mistakes can be huge. And when charlatans are involved, detection is often both slow and costly. Berkshire will always attempt to be accurate in its estimates of future loss payments but inflation – both monetary and the “legal” variety – is a wild card.
Ive told the story of our insurance operations so many times that I will simply direct newcomers to page 18. Here, I will only repeat that our position would not be what it is if Ajit Jain had not joined Berkshire in 1986. Before that lucky day – aside from an almost unbelievably wonderful experience with GEICO that began early in 1951 and will never end – I was largely wandering in the wilderness, as I struggled to build our insurance operation.
Ajit‘s achievements since joining Berkshire have been supported by a large cast of hugely-talented insurance executives in our various P/C operations. Their names and faces are unknown to most of the press and the public. Berkshire’s lineup of managers, however, is to P/C insurance what Cooperstowns honorees are to baseball.
Bertie, you can feel good about the fact that you own a piece of an incredible P/C operation that now operates worldwide with unmatched financial resources, reputation and talent. It carried the day in 2023.
What is it with Omaha?
Come to Berkshire‘s annual gathering on May 4, 2024. On stage you will see the three managers who now bear the prime responsibilities for steering your company. What, you may wonder, do the three have in common? They certainly don’t look alike. Lets dig deeper.
Greg Abel, who runs all non-insurance operations for Berkshire – and in all respects is ready to be CEO of Berkshire tomorrow – was born and raised in Canada (he still plays hockey). In the 1990s, however, Greg lived for six years in Omaha just a few blocks away from me. During that period, I never met him.
A decade or so earlier, Ajit Jain, who was born, raised and educated in India, lived with his family in Omaha only a mile or so from my home (where I‘ve lived since 1958). Both Ajit and his wife, Tinku, have many Omaha friends, though it’s been more than three decades since they moved to New York (in order to be where much of the action in reinsurance takes place).
Missing from the stage this year will be Charlie. He and I were both born in Omaha about two miles from where you will sit at our May get-together. In his first ten years, Charlie lived about a half-mile from where Berkshire has long maintained its office. Both Charlie and I spent our early years in Omaha public schools and were indelibly shaped by our Omaha childhood. We didn‘t meet, however, until much later. (A footnote that may surprise you: Charlie lived under 15 of America’s 45 presidents. People refer to President Biden as #46, but that numbering counts Grover Cleveland as both #22 and #24 because his terms were not consecutive. America is a very young country.)
Moving to the corporate level, Berkshire itself relocated in 1970 from its 81 years of residence in New England to settle in Omaha, leaving its troubles behind and blossoming in its new home.
As a final punctuation point to the “Omaha Effect,” Bertie – yes that Bertie – spent her early formative years in a middle-class neighborhood in Omaha and, many decades later, emerged as one of the countrys great investors.
You may be thinking that she put all of her money in Berkshire and then simply sat on it. But thats not true. After starting a family in 1956, Bertie was active financially for 20 years: holding bonds, putting 13 of her funds in a publicly-held mutual fund and trading stocks with some frequency. Her potential remained unnoticed.
Then, in 1980, when 46, and independent of any urgings from her brother, Bertie decided to make her move. Retaining only the mutual fund and Berkshire, she made no new trades during the next 43 years. During that period, she became very rich, even after making large philanthropic gifts (think nine figures).
Millions of American investors could have followed her reasoning which involved only the common sense she had somehow absorbed as a child in Omaha. And, taking no chances, Bertie returns to Omaha every May to be re-energized.
So what is going on? Is it Omaha‘s water? Is it Omaha’s air? Is it some strange planetary phenomenon akin to that which has produced Jamaica‘s sprinters, Kenya’s marathon runners, or Russias chess experts? Must we wait until AI someday yields the answer to this puzzle?
Keep an open mind. Come to Omaha in May, inhale the air, drink the water and say “hi” to Bertie and her good-looking daughters. Who knows? There is no downside, and, in any event, you will have a good time and meet a huge crowd of friendly people.
To top things off, we will have available the new 4th edition of Poor Charlie‘s Almanack. Pick up a copy. Charlie’s wisdom will improve your life as it has mine.
February 24, 2024 Warren E. Buffett Chairman of the Board
Berkshire earned $4.0 billion in 2018 utilizing generally accepted accounting principles (commonly called “GAAP”). The components of that figure are $24.8 billion in operating earnings, a $3.0 billion non-cash loss from an impairment of intangible assets (arising almost entirely from our equity interest in Kraft Heinz), $2.8 billion in realized capital gains from the sale of investment securities and a $20.6 billion loss from a reduction in the amount of unrealized capital gains that existed in our investment holdings.
A new GAAP rule requires us to include that last item in earnings. As I emphasized in the 2017 annual report, neither Berkshire’s Vice Chairman, Charlie Munger, nor I believe that rule to be sensible. Rather, both of us have consistently thought that at Berkshire this mark-to-market change would produce what I described as “wild and capricious swings in our bottom line.”
The accuracy of that prediction can be suggested by our quarterly results during 2018. In the first and fourth quarters, we reported GAAP losses of $1.1 billion and $25.4 billion respectively. In the second and third quarters, we reported profits of $12 billion and $18.5 billion. In complete contrast to these gyrations, the many businesses that Berkshire owns delivered consistent and satisfactory operating earnings in all quarters. For the year, those earnings exceeded their 2016 high of $17.6 billion by 41%.
Wide swings in our quarterly GAAP earnings will inevitably continue. That’s because our huge equity portfolio – valued at nearly $173 billion at the end of 2018 – will often experience one-day price fluctuations of $2 billion or more, all of which the new rule says must be dropped immediately to our bottom line. Indeed, in the fourth quarter, a period of high volatility in stock prices, we experienced several days with a “profit” or “loss” of more than $4 billion.
Our advice? Focus on operating earnings, paying little attention to gains or losses of any variety. My saying that in no way diminishes the importance of our investments to Berkshire. Over time, Charlie and I expect them to deliver substantial gains, albeit with highly irregular timing.
Long-time readers of our annual reports will have spotted the different way in which I opened this letter. For nearly three decades, the initial paragraph featured the percentage change in Berkshire’s per-share book value. It’s now time to abandon that practice.
The fact is that the annual change in Berkshire’s book value – which makes its farewell appearance on page 2 – is a metric that has lost the relevance it once had. Three circumstances have made that so. First, Berkshire has gradually morphed from a company whose assets are concentrated in marketable stocks into one whose major value resides in operating businesses. Charlie and I expect that reshaping to continue in an irregular manner. Second, while our equity holdings are valued at market prices, accounting rules require our collection of operating companies to be included in book value at an amount far below their current value, a mismark that has grown in recent years. Third, it is likely that – over time – Berkshire will be a significant repurchaser of its shares, transactions that will take place at prices above book value but below our estimate of intrinsic value. The math of such purchases is simple: Each transaction makes per-share intrinsic value go up, while per-share book value goes down. That combination causes the book-value scorecard to become increasingly out of touch with economic reality.
In future tabulations of our financial results, we expect to focus on Berkshire’s market price. Markets can be extremely capricious: Just look at the 54-year history laid out on page 2. Over time, however, Berkshire’s stock price will provide the best measure of business performance.
Before moving on, I want to give you some good news – really good news – that is not reflected in our financial statements. It concerns the management changes we made in early 2018, when Ajit Jain was put in charge of all insurance activities and Greg Abel was given authority over all other operations. These moves were overdue. Berkshire is now far better managed than when I alone was supervising operations. Ajit and Greg have rare talents, and Berkshire blood flows through their veins.
Focus on the Forest – Forget the Trees专注于森林 – 忘记树木
Investors who evaluate Berkshire sometimes obsess on the details of our many and diverse businesses – our economic “trees,” so to speak. Analysis of that type can be mind-numbing, given that we own a vast array of specimens, ranging from twigs to redwoods. A few of our trees are diseased and unlikely to be around a decade from now. Many others, though, are destined to grow in size and beauty.
Fortunately, it’s not necessary to evaluate each tree individually to make a rough estimate of Berkshire’s intrinsic business value. That’s because our forest contains five “groves” of major importance, each of which can be appraised, with reasonable accuracy, in its entirety. Four of those groves are differentiated clusters of businesses and financial assets that are easy to understand. The fifth – our huge and diverse insurance operation – delivers great value to Berkshire in a less obvious manner, one I will explain later in this letter.
Before we look more closely at the first four groves, let me remind you of our prime goal in the deployment of your capital: to buy ably-managed businesses, in whole or part, that possess favorable and durable economic characteristics. We also need to make these purchases at sensible prices.
Sometimes we can buy control of companies that meet our tests. Far more often, we find the attributes we seek in publicly-traded businesses, in which we normally acquire a 5% to 10% interest. Our two-pronged approach to huge-scale capital allocation is rare in corporate America and, at times, gives us an important advantage.
In recent years, the sensible course for us to follow has been clear: Many stocks have offered far more for our money than we could obtain by purchasing businesses in their entirety. That disparity led us to buy about $43 billion of marketable equities last year, while selling only $19 billion. Charlie and I believe the companies in which we invested offered excellent value, far exceeding that available in takeover transactions.
Despite our recent additions to marketable equities, the most valuable grove in Berkshire’s forest remains the many dozens of non-insurance businesses that Berkshire controls (usually with 100% ownership and never with less than 80%). Those subsidiaries earned $16.8 billion last year. When we say “earned,” moreover, we are describing what remains after all income taxes, interest payments, managerial compensation (whether cash or stock-based), restructuring expenses, depreciation, amortization and home-office overhead.
That brand of earnings is a far cry from that frequently touted by Wall Street bankers and corporate CEOs. Too often, their presentations feature “adjusted EBITDA,” a measure that redefines “earnings” to exclude a variety of all-too-real costs.
For example, managements sometimes assert that their company’s stock-based compensation shouldn’t be counted as an expense. (What else could it be – a gift from shareholders?) And restructuring expenses? Well, maybe last year’s exact rearrangement won’t recur. But restructurings of one sort or another are common in business – Berkshire has gone down that road dozens of times, and our shareholders have always borne the costs of doing so.
Abraham Lincoln once posed the question: “If you call a dog’s tail a leg, how many legs does it have?” and then answered his own query: “Four, because calling a tail a leg doesn’t make it one.” Abe would have felt lonely on Wall Street.
Charlie and I do contend that our acquisition-related amortization expenses of $1.4 billion (detailed on page K-84) are not a true economic cost. We add back such amortization “costs” to GAAP earnings when we are evaluating both private businesses and marketable stocks.
In contrast, Berkshire’s $8.4 billion depreciation charge understates our true economic cost. In fact, we need to spend more than this sum annually to simply remain competitive in our many operations. Beyond those “maintenance” capital expenditures, we spend large sums in pursuit of growth. Overall, Berkshire invested a record $14.5 billion last year in plant, equipment and other fixed assets, with 89% of that spent in America.
Berkshire’s runner-up grove by value is its collection of equities, typically involving a 5% to 10% ownership position in a very large company. As noted earlier, our equity investments were worth nearly $173 billion at yearend, an amount far above their cost. If the portfolio had been sold at its yearend valuation, federal income tax of about $14.7 billion would have been payable on the gain. In all likelihood, we will hold most of these stocks for a long time. Eventually, however, gains generate taxes at whatever rate prevails at the time of sale.
Our investees paid us dividends of $3.8 billion last year, a sum that will increase in 2019. Far more important than the dividends, though, are the huge earnings that are annually retained by these companies. Consider, as an indicator, these figures that cover only our five largest holdings.
GAAP – which dictates the earnings we report – does not allow us to include the retained earnings of investees in our financial accounts. But those earnings are of enormous value to us: Over the years, earnings retained by our investees (viewed as a group) have eventually delivered capital gains to Berkshire that totaled more than one dollar for each dollar these companies reinvested for us.
All of our major holdings enjoy excellent economics, and most use a portion of their retained earnings to repurchase their shares. We very much like that: If Charlie and I think an investee’s stock is underpriced, we rejoice when management employs some of its earnings to increase Berkshire’s ownership percentage.
Here’s one example drawn from the table above: Berkshire’s holdings of American Express have remained unchanged over the past eight years. Meanwhile, our ownership increased from 12.6% to 17.9% because of repurchases made by the company. Last year, Berkshire’s portion of the $6.9 billion earned by American Express was $1.2 billion, about 96% of the $1.3 billion we paid for our stake in the company. When earnings increase and shares outstanding decrease, owners – over time – usually do well.
A third category of Berkshire’s business ownership is a quartet of companies in which we share control with other parties. Our portion of the after-tax operating earnings of these businesses – 26.7% of Kraft Heinz, 50% of Berkadia and Electric Transmission Texas, and 38.6% of Pilot Flying J – totaled about $1.3 billion in 2018.
In our fourth grove, Berkshire held $112 billion at yearend in U.S. Treasury bills and other cash equivalents, and another $20 billion in miscellaneous fixed-income instruments. We consider a portion of that stash to be untouchable, having pledged to always hold at least $20 billion in cash equivalents to guard against external calamities. We have also promised to avoid any activities that could threaten our maintaining that buffer.
Berkshire will forever remain a financial fortress. In managing, I will make expensive mistakes of commission and will also miss many opportunities, some of which should have been obvious to me. At times, our stock will tumble as investors flee from equities. But I will never risk getting caught short of cash.
In the years ahead, we hope to move much of our excess liquidity into businesses that Berkshire will permanently own. The immediate prospects for that, however, are not good: Prices are sky-high for businesses possessing decent long-term prospects.
That disappointing reality means that 2019 will likely see us again expanding our holdings of marketable equities. We continue, nevertheless, to hope for an elephant-sized acquisition. Even at our ages of 88 and 95 – I’m the young one – that prospect is what causes my heart and Charlie’s to beat faster. (Just writing about the possibility of a huge purchase has caused my pulse rate to soar.)
My expectation of more stock purchases is not a market call. Charlie and I have no idea as to how stocks will behave next week or next year. Predictions of that sort have never been a part of our activities. Our thinking, rather, is focused on calculating whether a portion of an attractive business is worth more than its market price.
I believe Berkshire’s intrinsic value can be approximated by summing the values of our four asset-laden groves and then subtracting an appropriate amount for taxes eventually payable on the sale of marketable securities.
You may ask whether an allowance should not also be made for the major tax costs Berkshire would incur if we were to sell certain of our wholly-owned businesses. Forget that thought: It would be foolish for us to sell any of our wonderful companies even if no tax would be payable on its sale. Truly good businesses are exceptionally hard to find. Selling any you are lucky enough to own makes no sense at all.
The interest cost on all of our debt has been deducted as an expense in calculating the earnings at Berkshire’s non-insurance businesses. Beyond that, much of our ownership of the first four groves is financed by funds generated from Berkshire’s fifth grove – a collection of exceptional insurance companies. We call those funds “float,” a source of financing that we expect to be cost-free – or maybe even better than that – over time. We will explain the characteristics of float later in this letter.
Finally, a point of key and lasting importance: Berkshire’s value is maximized by our having assembled the five groves into a single entity. This arrangement allows us to seamlessly and objectively allocate major amounts of capital, eliminate enterprise risk, avoid insularity, fund assets at exceptionally low cost, occasionally take advantage of tax efficiencies, and minimize overhead.
At Berkshire, the whole is greater – considerably greater – than the sum of the parts.
在伯克希尔,整体比部分的总和更大,可以说大很多。
Repurchases and Reporting回购和报告
Earlier I mentioned that Berkshire will from time to time be repurchasing its own stock. Assuming that we buy at a discount to Berkshire’s intrinsic value – which certainly will be our intention – repurchases will benefit both those shareholders leaving the company and those who stay.
True, the upside from repurchases is very slight for those who are leaving. That’s because careful buying by us will minimize any impact on Berkshire’s stock price. Nevertheless, there is some benefit to sellers in having an extra buyer in the market.
For continuing shareholders, the advantage is obvious: If the market prices a departing partner’s interest at, say, 90¢ on the dollar, continuing shareholders reap an increase in per-share intrinsic value with every repurchase by the company. Obviously, repurchases should be price-sensitive: Blindly buying an overpriced stock is value- destructive, a fact lost on many promotional or ever-optimistic CEOs.
When a company says that it contemplates repurchases, it’s vital that all shareholder-partners be given the information they need to make an intelligent estimate of value. Providing that information is what Charlie and I try to do in this report. We do not want a partner to sell shares back to the company because he or she has been misled or inadequately informed.
Some sellers, however, may disagree with our calculation of value and others may have found investments that they consider more attractive than Berkshire shares. Some of that second group will be right: There are unquestionably many stocks that will deliver far greater gains than ours.
In addition, certain shareholders will simply decide it’s time for them or their families to become net consumers rather than continuing to build capital. Charlie and I have no current interest in joining that group. Perhaps we will become big spenders in our old age.
For 54 years our managerial decisions at Berkshire have been made from the viewpoint of the shareholders who are staying, not those who are leaving. Consequently, Charlie and I have never focused on current-quarter results.
Berkshire, in fact, may be the only company in the Fortune 500 that does not prepare monthly earnings reports or balance sheets. I, of course, regularly view the monthly financial reports of most subsidiaries. But Charlie and I learn of Berkshire’s overall earnings and financial position only on a quarterly basis.
Furthermore, Berkshire has no company-wide budget (though many of our subsidiaries find one useful). Our lack of such an instrument means that the parent company has never had a quarterly “number” to hit. Shunning the use of this bogey sends an important message to our many managers, reinforcing the culture we prize.
Over the years, Charlie and I have seen all sorts of bad corporate behavior, both accounting and operational, induced by the desire of management to meet Wall Street expectations. What starts as an “innocent” fudge in order to not disappoint “the Street” – say, trade-loading at quarter-end, turning a blind eye to rising insurance losses, or drawing down a “cookie-jar” reserve – can become the first step toward full-fledged fraud. Playing with the numbers “just this once” may well be the CEO’s intent; it’s seldom the end result. And if it’s okay for the boss to cheat a little, it’s easy for subordinates to rationalize similar behavior.
At Berkshire, our audience is neither analysts nor commentators: Charlie and I are working for our shareholder-partners. The numbers that flow up to us will be the ones we send on to you.
Non-Insurance Operations – From Lollipops to Locomotives非保险业务 – 从棒棒糖到机车
Let’s now look further at Berkshire’s most valuable grove – our collection of non-insurance businesses – keeping in mind that we do not wish to unnecessarily hand our competitors information that might be useful to them. Additional details about individual operations can be found on pages K-5 – K-22 and pages K-40 – K-51.
Viewed as a group, these businesses earned pre-tax income in 2018 of $20.8 billion, a 24% increase over 2017. Acquisitions we made in 2018 delivered only a trivial amount of that gain.
I will stick with pre-tax figures in this discussion. But our after-tax gain in 2018 from these businesses was far greater – 47% – thanks in large part to the cut in the corporate tax rate that became effective at the beginning of that year. Let’s look at why the impact was so dramatic.
Begin with an economic reality: Like it or not, the U.S. Government “owns” an interest in Berkshire’s earnings of a size determined by Congress. In effect, our country’s Treasury Department holds a special class of our stock – call this holding the AA shares – that receives large “dividends” (that is, tax payments) from Berkshire. In 2017, as in many years before, the corporate tax rate was 35%, which meant that the Treasury was doing very well with its AA shares. Indeed, the Treasury’s “stock,” which was paying nothing when we took over in 1965, had evolved into a holding that delivered billions of dollars annually to the federal government.
Last year, however, 40% of the government’s “ownership” (14/35ths) was returned to Berkshire – free of charge – when the corporate tax rate was reduced to 21%. Consequently, our “A” and “B” shareholders received a major boost in the earnings attributable to their shares.
This happening materially increased the intrinsic value of the Berkshire shares you and I own. The same dynamic, moreover, enhanced the intrinsic value of almost all of the stocks Berkshire holds. 这种情况实质上增加了你和我拥有的伯克希尔股票的内在价值。此外,同样的因素还增加了伯克希尔几乎所有持股的内在价值。
Those are the headlines. But there are other factors to consider that tempered our gain. For example, the tax benefits garnered by our large utility operation get passed along to its customers. Meanwhile, the tax rate applicable to the substantial dividends we receive from domestic corporations is little changed at about 13%. (This lower rate has long been logical because our investees have already paid tax on the earnings that they pay to us.) Overall, however, the new law made our businesses and the stocks we own considerably more valuable. 这些是关键因素。但还有其他一些因素使得我们的收益受到不利影响。例如,我们的大型公用事业运营所带来的税收优惠需要传递给客户。同时,适用于我们从国内公司获得的大量股息的税率几乎没有变化,约为13%。(这种较低的利率一直是合乎逻辑的,因为我们的被投资者已经为他们向我们支付股息的利润交过税了。)但总的来说,新法律使我们的业务和我们拥有的股票更有价值。
Which suggests that we return to the performance of our non-insurance businesses. Our two towering redwoods in this grove are BNSF and Berkshire Hathaway Energy (90.9% owned). Combined, they earned $9.3 billion before tax last year, up 6% from 2017. You can read more about these businesses on pages K-5 – K-10 and pages K-40 – K-45. 这表明我们恢复了非保险业务的表现。我们在这个树林里的两个高耸的红杉是BNSF和Berkshire Hathaway Energy(拥有90.9%)。合并之后,他们去年的税前利润为93亿美元,比2017年增长了6%。您可以在K-5-K-10页和K-40-K-45页上阅读更多关于这些业务的信息。
Our next five non-insurance subsidiaries, as ranked by earnings (but presented here alphabetically), Clayton Homes, International Metalworking, Lubrizol, Marmon and Precision Castparts, had aggregate pre-tax income in 2018 of $6.4 billion, up from the $5.5 billion these companies earned in 2017.
The next five, similarly ranked and listed (Forest River, Johns Manville, MiTek, Shaw and TTI) earned $2.4 billion pre-tax last year, up from $2.1 billion in 2017.
但是,年复一年,该公司增加了经纪商,到2016年底,HomeServices是该国第二大经纪业务——尽管如此,它的排名还远远落后于领先者Realogy。然而,2017年,HomeServices的增长出现爆炸式增长。我们收购了业内第三大运营商Long and Foster; number 12, Houlihan Lawrence; 以及Gloria Nilson。
将持有债券转为持有伯克希尔公司股票的唯一风险在于2017年年底可能会经历一个异常疲软的股市行情。但是,Protege和我认为这样的可能性是非常小的,尽管总是存在。有两大因素促成这一结论:伯克希尔在2012年的合理估值,以及在我们立下赌约之前,伯克希尔就已经有大量的资产积累计划,这些计划在后面的五年中几乎都要完成。尽管如此,为了消除这一赌约的所有风险,我同意如果在2017年年底出售这11200股伯克希尔B股股票不能为Girls Inc. of Omaha带来至少100万美元的慈善捐助,我将支付所有的差额。
当然,也有一些投资经理非常优秀,但从短期看难以辨别是运气还是天才。许多投资顾问索取高额费用的本领远远高于提供高额回报,事实上他们的核心竞争力是销售能力。不管是大投资者还是小投资者,与其听他们的花言巧语,不如读一读Jack Bogle写的《The Little Book of Common Sense Investing》这本书。
Berkshire’s gain in net worth during 2013 was $34.2 billion. That gain was after our deducting $1.8 billion of charges – meaningless economically, as I will explain later – that arose from our purchase of the minority interests in Marmon and Iscar. After those charges, the per-share book value of both our Class A and Class B stock increased by 18.2%. Over the last 49 years (that is, since present management took over), book value has grown from $19 to $134,973, a rate of 19.7% compounded annually.* 2013 年,伯克希尔的净值增长了 342 亿美元。这是抵消了 18 亿美元的账面冲销后的数据,账面冲销源于我们购买 Marmon 和 Iscar 的少数股权——这些冲销没有实质上的经济意义,我后面会解释。扣除上述摊销费用后,伯克希尔的 A 级和 B 级股票每股账面价值增长了 18.2%。过去的 49 年(即从现任的管理层接手以来),我们的每股账面价值从 19 美元增长到 134,973美元,复合增长率 19.7%。
On the facing page, we show our long-standing performance measurement: The yearly change inBerkshire’s per-share book value versus the market performance of the S&P 500. What counts, of course, is per share intrinsic value. But that’s a subjective figure, and book value is useful as arough tracking indicator. (An extended discussion of intrinsic value is included in our Owner-Related Business Principles on pages 103 – 108. Those principles have been included in our reports for 30 years, and we urge new and prospective shareholders to read them.)封面上是我们的业绩衡量标准:每年伯克希尔每股账面价值的变动和标普 500 指数的比较。当然真正有意义的是每股内在价值。但内资价值是一个主观的数字,每股账面价值则是内在 价值一个有用的参考。(关于内在价值,更详细的讨论请参考我们的股东手册 103-108 页。30 多年来,这些原则一直印在我们的股东手册上,我们希望新加入的以及有兴趣成为股东 的投资者都阅读这部分内容。)
As I’ve long told you, Berkshire’s intrinsic value far exceeds its book value. Moreover, the difference has widened considerably in recent years. That’s why our 2012 decision to authorizethe repurchase of shares at 120% of book value made sense. Purchases at that level benefit continuing shareholders because per-share intrinsic value exceeds that percentage of book value by a meaningful amount. We did not purchase shares during 2013, however, because the stock price did not descend to the 120% level. If it does, we will be aggressive.我已经说过,伯克希尔的内在价值远超账面价值。并且两者之间的差距近年来显著扩大。这 也是我们在 2012 年以账面价值 120%的价格回购公司股票的原因。在这个价位回购股票有利 于继续持有的股东,因为公司的每股内在价值超过了账面价值一大截。2013 年我们没有回 购股票,原因是股价一直没有掉到账面价值 120%的价位。要不然我们会积极回购的。
Charlie Munger, Berkshire’s vice chairman and my partner, and I believe both Berkshire’s book value and intrinsic value will outperform the S&P in years when the market is down ormoderately up. We expect to fall short, though, in years when the market is strong – as we did in 2013. We have underperformed in ten of our 49 years, with all but one of our shortfalls occurring when the S&P gain exceeded 15%.公司的副董事长,我的合伙人,查理·芒格和我都相信,在市场下跌或者上涨缓慢的年份,伯克希尔的账面价值和内在价值增速都会战胜标普指数。在市场强势上涨的年份——比如刚 刚过去的 2013 年,我们一般会暂时落后。过去 49 年里,我们曾有 10 年跑输市场,其中只 有一次标普指数上涨不到 15%。
Over the stock market cycle between year ends 2007 and 2013, we overperformed the S&P. Through full cycles in future years, we expect to do that again. If we fail to do so, we will not have earned our pay. After all, you could always own an index fund and be assured of S&P results. 2007-2013 年这个周期里,我们成功跑赢了标普指数。在未来的周期中,我们也一样会跑赢 市场。如果没有做到这一点,我们将愧对于自己的工资。因为大家始终可以买一只指数基金 来获得和标普 500 一样的收益。
The Year at Berkshire今年的伯克希尔
On the operating front, just about everything turned out well for us last year – in certain cases very well. Let me count the ways:运营方面,过去的一年结果很不错——某些方面甚至非常棒。请看下文:
We completed two large acquisitions, spending almost $18 billion to purchase all of NV Energy and a major interest in H. J. Heinz. Both companies fit us well and will be prospering a century from now. 我们完成了两项大型收购,花了 180 亿美元完全买下 NV Energy,以及亨氏(H.J. Heinz)2的大笔股权。两家公司和我们都非常契合,而且它们的生意都还会红火一个世纪。
With the Heinz purchase, moreover, we created a partnership template that may be used by Berkshire in future acquisitions of size. Here, we teamed up with investors at 3G Capital, a firm led by my friend, Jorge Paulo Lemann. His talented associates – Bernardo Hees, Heinz’s new CEO, and Alex Behring, its Chairman – are responsible for operations.在亨氏的收购中,我们创造了一个未来伯克希尔可能还会使用的合作模式。具体来说,我们和 3G Capital 的投资者合作完成了收购。3G Capital 是由我的朋友 Jorge Paulo Lemann3领导的一家公司。他的天才合伙人——Bernardo Hees,亨氏的新 CEO,以及Alex Behring,公司的董事长,将会负责公司未来的运营。
Berkshire is the financing partner. In that role, we purchased $8 billion of Heinz preferred stock that carries a 9% coupon but also possesses other features that should increase thepreferred’s annual return to 12% or so. Berkshire and 3G each purchased half of the Heinz common stock for $4.25 billion.伯克希尔扮演的角色是财务合伙人。作为财务合伙人,我们花 80 亿美元买下了亨氏 分红率 9%的优先股,并且有权利将每年优先回报提高到 12%。同时伯克希尔和 3G分别出资 42.5 亿美元各买下亨氏一半的普通股。
Though the Heinz acquisition has some similarities to a “private equity” transaction, thereis a crucial difference: Berkshire never intends to sell a share of the company. What we would like, rather, is to buy more, and that could happen: Certain 3G investors may sell some or all of their shares in the future, and we might increase our ownership at such times. Berkshire and 3G could also decide at some point that it would be mutually beneficial if we were to exchange some of our preferred for common shares (at an equity valuation appropriate to the time).我们对亨氏的收购看起来和“私募股权”投资的交易非常相似,但是有着本质的不同: 伯克希尔不打算卖出公司的任何股份。我们喜欢的是购买更多的股份,而且那很可能 发生:3G 的部分投资者将来会把他们的股份转让给我们,于是我们可以提高持股比 例。另外,伯克希尔可以和 3G 协商,在未来某个合适的时间,在对双方都有利的情 况下,将我们的优先股转换为普通股(以当时一个合理的估值)。
Our partnership took control of Heinz in June, and operating results so far are encouraging. Only minor earnings from Heinz, however, are reflected in those we report for Berkshire this year: One-time charges incurred in the purchase and subsequent restructuring of operations totaled $1.3 billion. Earnings in 2014 will be substantial.(去年)6 月,我们的合作伙伴接手了亨氏,业绩喜人。但是在伯克希尔的报表上,来自亨氏的利润很小,这是由于收购和业务重组形成了 13 亿美元的一次性摊销。2014年的业绩数字就会变得非常明显。
With Heinz, Berkshire now owns 8.5 companies that, were they stand-alone businesses, would be in the Fortune 500. Only 491.5 to go. 有了亨氏以后,世界 500 强公司里,伯克希尔已经拥有了 8.5 家公司(忽略关联关系 将它们看作独立的公司)。现在还剩 491.5 家等着我们。
NV Energy, purchased for $5.6 billion by MidAmerican Energy, our utility subsidiary, supplies electricity to about 88% of Nevada’s population. This acquisition fits nicely intoour existing electric-utility operation and offers many possibilities for large investments in renewable energy. NV Energy will not be MidAmerican’s last major acquisition.NV Energy,由中美洲能源以 56 亿美元买下,隶属于我们的公共事业板块,为内华达 州 88%的人口供电。这笔收购和我们现有的电力事业相辅相成,并且给我们在可再生 能源的几个大项目提供了许多机会。NV Energy 不会是中美洲能源的最后一个大型收 购。
MidAmerican is one of our “Powerhouse Five” – a collection of large non-insurance businesses that, in aggregate, had a record $10.8 billion of pre-tax earnings in 2013, up $758 million from 2012. The other companies in this sainted group are BNSF, Iscar, Lubrizol and Marmon.MidAmerican Energy4(中美洲能源)是我们的“五驾马车”之一——我们最大的 5家非保险公司。2013 年中美洲能源税前利润创纪录地达到 108 亿美元,而 2012 年仅有 7.58 亿。其他的 4 架马车分别是 BNSF(伯灵顿北方圣特菲铁路公司)、Iscar(伊斯卡)6、Lubrizol(路博润)7和 Marmon8
Of the five, only MidAmerican, then earning $393 million pre-tax, was owned by Berkshire nine years ago. Subsequently, we purchased another three of the five on an all-cash basis. In acquiring the fifth, BNSF, we paid about 70% of the cost in cash, and, for the remainder, issued shares that increased the number outstanding by 6.1%. In other words, the $10.4 billion gain in annual earnings delivered Berkshire by the five companies over the nine-year span has been accompanied by only minor dilution. That satisfies our goal of not simply growing, but rather increasing per-share results.
If the U.S. economy continues to improve in 2014, we can expect earnings of our Powerhouse Five to improve also – perhaps by $1 billion or so pre-tax. 如果 2014 年美国经济继续恢复,我们预计 5 驾马车的利润也会随之增长——大致会 增加 10 亿美元左右。
Our many dozens of smaller non-insurance businesses earned $4.7 billion pre-tax last year, up from $3.9 billion in 2012. Here, too, we expect further gains in 2014.非保险业务里,我们其他小一些的公司税前盈利从 2012 年的 39 亿增长到今年的 47亿。预计 2014 年它们也会持续增长。
Berkshire’s extensive insurance operation again operated at an underwriting profit in2013 – that makes 11 years in a row – and increased its float. During that 11-year stretch,our float – money that doesn’t belong to us but that we can invest for Berkshire’s benefit – has grown from $41 billion to $77 billion.
Concurrently, our underwriting profit has aggregated $22 billion pre-tax, including $3 billion realized in 2013. And all of this all began with our 1967 purchase of National Indemnity for $8.6million. 与此同时,我们累计实现了 220 亿税前承保利润,其中 2013 年 30 亿。而这一切,都起始于我们 1967 年以 860 万美元收购了 National Indemnity。
We now own a wide variety of exceptional insurance operations. Best known is GEICO, the car insurer Berkshire acquired in full at yearend 1995 (having for many years prior owned a partial interest). GEICO in 1996 ranked number seven among U.S. auto insurers. Now, GEICO is number two, having recently passed Allstate. The reasons for this amazing growth are simple: low prices and reliable service. You can do yourself a favor by calling 1-800-847-7536 or checking Geico.com to see if you, too, can cut your insurance costs. Buy some of Berkshire’s other products with the savings.现在我们已经拥有多家卓越的保险公司。最为人所熟知的,GEICO, 由 1955 年伯克希 尔完全收购的车险公司(在那之前很多年我们就持有它部分权益了)。1996 年 GEICO在美国车险企业里排名第七。现在它排第二,刚刚超过了 Allstate。它惊人增长的秘 密其实非常简单:便宜的价格和可靠的服务。大家应该打客服电话 1-800-847-7536,或者登录 Geico.com,看看 GEICO 的产品是不是能帮你节省一些保险支出。省下来的 钱可以买些其他伯克希尔的产品。
While Charlie and I search for elephants, our many subsidiaries are regularly making bolt-on acquisitions. Last year, we contracted for 25 of these, scheduled to cost $3.1 billion in aggregate. These transactions ranged from $1.9 million to $1.1 billion in size. Charlie and I encourage these deals. They deploy capital in activities that fit with our existing businesses and that will be managed by our corps of expert managers. The result is no more work for us and more earnings for you. Many more of these bolt-on deals will be made in future years. In aggregate, they will be meaningful.查理和我一直在猎象,我们的公司也在不断进行补强型收购。去年我们一共有 25 笔,总计 31 亿美元的此类收购。这些收购从 190 万到 11 亿美元不等。查理和我都支持这 些收购。它们把资本用在了契合我们现有业务的地方,并且将由我们优秀的经理人团 队管理。结果就是,我们不用干活,大家却在赚钱。未来还会有更多类似的补强型收 购。整体而言,它们带来的意义非凡。
Last year we invested $3.5 billion in the surest sort of bolt-on: the purchase of additional shares in two wonderful businesses that we already controlled. In one case – Marmon –our purchases brought us to the 100% ownership we had signed up for in 2008. In the other instance – Iscar – the Wertheimer family elected to exercise a put option it held, selling us the 20% of the business it retained when we bought control in 2006.去年我们投资了 35 亿,用于确定无疑的补强型投资:购买了两家我们已经拥有控制 权公司的剩余股权。第一个是 Marmon,根据 2008 年的协议我们获得了 Marnon 100%的权益。另一个是 Iscar,Wertheimer 家族决定行使它的卖出权,将其持有公司的 20%股份转让给我们。2006 年我们已经获得了公司的控制权。
These purchases added about $300 million pre-tax to our current earning power and also delivered us $800 million of cash. Meanwhile, the same nonsensical accounting rule that Idescribed in last year’s letter required that we enter these purchases on our books at $1.8 billion less than we paid, a process that reduced Berkshire’s book value. (The charge wasmade to “capital in excess of par value”; figure that one out.) This weird accounting, youshould understand, instantly increased Berkshire’s excess of intrinsic value over book value by the same $1.8 billion.
Our subsidiaries spent a record $11 billion on plant and equipment during 2013, roughly twice our depreciation charge. About 89% of that money was spent in the United States. Though we invest abroad as well, the mother lode of opportunity resides in America. 2013 年,伯克希尔所属企业在厂房、设备上的资本开支达到 110 亿,几乎是折旧额 的 2 倍。大约 89%的钱投在了美国。我们也在国外投资,但是投资机会的主矿脉还是 在美国。
In a year in which most equity managers found it impossible to outperform the S&P 500, both Todd Combs and Ted Weschler handily did so. Each now runs a portfolio exceeding$7 billion. They’ve earned it. 去年多数投资经理没能战胜标普 500,但是 Todd Combs 和 Ted Weschler 轻松做到了。他们各自管理的组合都超过了 70 亿美元。他们应得的。
I must again confess that their investments outperformed mine. (Charlie says I should add“by a lot.”) If such humiliating comparisons continue, I’ll have no choice but to ceasetalking about them.我不得不坦白,他们的投资业绩超过了我。(查理提醒我应该加上“超过了一大截”。) 如果这种令人惭愧的对比继续下去,我就只好闭口不提他俩了。
Todd and Ted have also created significant value for you in several matters unrelated to their portfolio activities. Their contributions are just beginning: Both men have Berkshire blood in their veins.除了投资赚钱以外,Todd 和 Ted 还在诸多方面为大家创造了价值。他们带来的价值 只是小荷才露尖尖角:他们都流淌着伯克希尔的血。
“Though there are many regulatory restraints in the utility industry, it’s possible that we will makeadditional commitments in the field. If we do, the amounts involved could be large.” — 1999 Annual Report “虽然公用事业充满管制,我们还是有机会进行一些投资。一旦我们决定投资,一定是大手 笔。” ——1999 年年报
We have two major operations, BNSF and MidAmerican Energy, that share important characteristics distinguishing them from our other businesses. Consequently, we assign them their own section in this letter and split out their combined financial statistics in our GAAP balance sheet and income statement.这个版块主要有两家公司,BNSF(伯灵顿北方圣特菲铁路公司)和 MidAmercian Energy(中 美洲能源),它们有一些重要共同特点区别于我们其他的公司。所以,我们在这里把它们单 独归为一类进行讨论,并在 GAAP 会计报表中单独列示它们的合并资产负债表和营收表。
A key characteristic of both companies is their huge investment in very long-lived, regulated assets, with these partially funded by large amounts of long-term debt that is not guaranteed by Berkshire. Our credit is in fact not needed because each company has earning power that even under terrible economic conditions will far exceed its interest requirements. Last year, forexample, BNSF’s interest coverage was 9:1. (Our definition of coverage is pre-tax earnings/interest, not EBITDA/interest, a commonly-used measure we view as seriously flawed.)它们的一个重要特征是,两家公司都有巨额的长期受管制的资产投资,这些资产部分由大额 长期账务支持,伯克希尔并不承担相关的债务责任。它们实际上并不需要我们的信用支持,因为它们具备良好的盈利能力,即使在恶劣的环境下也能覆盖它们的债务利息。比如在去年 疲软的经济中,BNSF 的利息覆盖倍数是 9:1(。我们对覆盖倍数的定义应该是税前利润/利息,而不是 EBITDA(息税折旧摊销前利润)/利息,一项我们认为被普遍使用的错误指标。)
At MidAmerican, meanwhile, two factors ensure the company’s ability to service its debt underall circumstances. The first is common to all utilities: recession-resistant earnings, which result from these companies exclusively offering an essential service. The second is enjoyed by few other utilities: a great diversity of earnings streams, which shield us from being seriously harmed by any single regulatory body. Now, with the acquisition of NV Energy, MidAmerican’s earnings base has further broadened. This particular strength, supplemented by Berkshire’s ownership,has enabled MidAmerican and its utility subsidiaries to significantly lower their cost of debt. This advantage benefits both us and our customers.在中美洲能源,有两个因素确保它在各种情形下都具有还本付息的能力。第一个因素与其他 公用事业企业相同:抗周期的盈利能力,这源于公司垄断地提供社会必需的服务。第二个因 素则只有少数公用事业公司才具备:多元化的利润来源,这保护我们不会因为监管部门的某 一项措施而遭受重创。收购了 NV Energy 以后,中美洲能源的利润来源进一步扩大了。同时,由于伯克希尔的股东背景,中美洲能源和它的分支机构可以以显著低于同行的利率借债。这 种优势即有利于我们也有利于我们的顾客。
Every day, our two subsidiaries power the American economy in major ways: 每天,我们的两家公司都在驱动着美国经济:
BNSF carries about 15% (measured by ton-miles) of all inter-city freight, whether it is transported by truck, rail, water, air, or pipeline. Indeed, we move more ton-miles of goods than anyone else, a fact establishing BNSF as the most important artery in oureconomy’s circulatory system. Its hold on the number-one position strengthened in 2013. BNSF 承担了全国 15%(以吨-英里衡量)的城际间货运量,包括公路、铁路、水路、航空以及管道运输。BNSF 的吨-英里运量超过其他任何公司,这个事实意味着 BNSF是全国经济循环系统最重要的大动脉。2013 年它依然保持着其龙头地位。
BNSF, like all railroads, also moves its cargo in an extraordinarily fuel-efficient and environmentally friendly way, carrying a ton of freight about 500 miles on a single gallon of diesel fuel. Trucks taking on the same job guzzle about four times as much fuel.和其他铁路公司一样,BNSF 还以一种非常节约能源和环境友好的方式在运输着货物,它运输一顿货物 500 英里只需一加仑柴油。卡车实现同样的运力大约要使用 4 倍的能 源。
MidAmerican’s utilities serve regulated retail customers in eleven states. No utilitycompany stretches further. In addition, we are the leader in renewables: From a standing start nine years ago, MidAmerican now accounts for 7% of the country’s wind generationcapacity, with more on the way. Our share in solar – most of which is still in construction –is even larger. 中美洲能源的电力设施为 11 个州的零售客户服务。没有任何公用事业公司服务范围 比我们更广。另外,我们是再生能源方面的领导者: 9 年前开始涉足,到目前我们 已经占全国风力发电量的 7%,未来还会更多。我们在太阳能上的份额——虽然大部 分还在建设当中,甚至更高。
MidAmerican can make these investments because it retains all of its earnings. Here’s alittle known fact: Last year MidAmerican retained more dollars of earnings – by far – than any other American electric utility. We and our regulators see this as an important advantage – one almost certain to exist five, ten and twenty years from now.中美洲能源之所以能进行上述投资是因为它留存了所有利润。事实上:去年中美洲能 源迄今为止累计留存的利润超过美国任何其他电力公司。我们和监管部门都把这看作一项重要的优势——一项还会持续 5 年、10 年、20 年的优势。
When our current projects are completed, MidAmerican’s renewables portfolio will have cost $15billion. We relish making such commitments as long as they promise reasonable returns. And, on that front, we put a large amount of trust in future regulation.等我们的在建项目完工后,中美洲能源的可再生能源投资将达到 150 亿。只要这些投资的预 期回报合理,我们都喜欢这样的投资。在这方面,我们给予了未来的监管极大的信任。
Our confidence is justified both by our past experience and by the knowledge that society will forever need massive investments in both transportation and energy. It is in the self-interest of governments to treat capital providers in a manner that will ensure the continued flow of funds to essential projects. It is meanwhile in our self interest to conduct our operations in a way that earns the approval of our regulators and the people they represent.我们的信心来源于过往的经验,也来源于社会在交通和能源方面会一直需要大量投资的认识。政府为了自己的利益将会合理对待资本提供者,以保证有持续的资金来满足必须的公共项目。从我们自身的利益出发,我们愿意去争取监管者和它们所代表的人民的认可和批准。
Tangible proof of our dedication to that duty was delivered last year in a poll of customer satisfaction covering 52 holding companies and their 101 operating electric utilities. Our MidAmerican group ranked number one, with 95.3% of respondents giving us a “very satisfied” vote and not a single customer rating us “dissatisfied.” The bottom score in the survey, incidentally, was a dismal 34.5%.
All three of our companies were ranked far lower by this measure before they were acquired by MidAmerican. The extraordinary customer satisfaction we have achieved is of great importance as we expand: Regulators in states we hope to enter are glad to see us, knowing we will be responsible operators.我们现有的三家公司在被中美洲能源收购以前的调查中排名远低于现在。优异的消费者满意 度在我们扩张的时候发挥着重要作用:我们希望进入地区的监管部门愿意看到我们的到来,因为他们知道我们是负责任的公司。
Our railroad has been diligent as well in anticipating the needs of its customers. Whatever you may have heard about our country’s crumbling infrastructure in no way applies to BNSF or railroads generally. America’s rail system has never been in better shape, a consequence of huge investments by the industry. We are not, however, resting: BNSF spent $4 billion on the railroad in 2013, double its depreciation charge and a single-year record for any railroad. And, we will spend considerably more in 2014. Like Noah, who foresaw early on the need for dependabletransportation, we know it’s our job to plan ahead.预见到消费者的需求增长,我们的铁路板块也在兢兢业业的工作。你听说的任何关于我们国 家基础设施建设的怨言,都不适用于 BNSF 和铁路行业。美国的铁路系统从未有过今天这样 良好的状态,这是行业巨额投资的成果。当然我们也没闲着:2013 年 BHSF 在铁路上投资了40 亿,是折旧额的两倍,也是有史以来最高的单年投资额。我们可能在 2014 年投资更多。就好像预见到未来交通需求的诺亚一样,我们明白必须未雨绸缪。
Leading our two capital-intensive companies are Greg Abel, at MidAmerican, and the team of Matt Rose and Carl Ice at BNSF. The three are extraordinary managers who have my gratitude and deserve yours as well. 领导我们两家重资本公司的是中美洲能源的 Greg Abel,还有 BNSF 的 Matt Rose 和 Carl Ice团队。他们三人都是卓越的经理人,应该受到我和大家的感谢。
Here are the key figures for their businesses: 以下是他们公司的业务数据:
Ron Peltier continues to build HomeServices, MidAmerican’s real estate brokerage subsidiary.Last year his operation made four acquisitions, the most significant being Fox & Roach, a Philadelphia-based company that is the largest single-market realtor in the country.
Ron Peltire 在继续打造 HomeServices,中美洲能源的房地产经济业务。去年他进行了四次收 购,最主要的是对 Fox & Roach 的收购,一家总部位于费城、全国最大的地区性经纪公司。
HomeServices now has 22,114 agents (listed by geography on page 112), up 38% from 2012. HomeServices also owns 67% of the Prudential and Real Living franchise operations, which are in the process of rebranding their franchisees as Berkshire Hathaway HomeServices. If you haven’tyet, many of you will soon be seeing our name on “for sale” signs. HomeServices 现在有 22,114 名经纪人(各地区的名单见 112 页),比 2012 年增加 38%。HomeServices 还拥有 Prudential and Real Living 67%的特许经营权业务,它正在更名为Berkshire Hathaway HomeServices。大家很快就会在“待售”的房屋广告上看到我们的名字。
Manufacturing, Service and Retailing Operations制造、服务和零售业务
“See that store,” Warren says, pointing at Nebraska Furniture Mart. “That’s a really good business.” “Why don’t you buy it?” I said. “It’s privately held,” Warren said. “Oh,” I said. “I might buy it anyway,” Warren said. “Someday.” —Supermoney by Adam Smith (1972)“ 看那间超市”,沃伦指着内布拉斯加家具超市说,“那真是个好公司。” “那你为什么不买下它?”我说。 “它是家私有企业”沃伦说。 “哦”,我说。 “我一定会买下它的”,沃伦说,“总有一天”。 ——Supermoney,作者 Adam Smith (1972)
Our activities in this part of Berkshire cover the waterfront. Let’s look, though, at a summarybalance sheet and earnings statement for the entire group.我们在这部分的业务种类繁多。我们将通过一个合并的资产负债表和营收表来了解整个部门。
Our income and expense data conforming to Generally Accepted Accounting Principles (“GAAP”)is on page 29. In contrast, the operating expense figures above are non-GAAP and exclude some purchase-accounting items (primarily the amortization of certain intangible assets). We present the data in this manner because Charlie and I believe the adjusted numbers more accurately reflect the true economic expenses and profits of the businesses aggregated in the table than do GAAP figures.
I won’t explain all of the adjustments – some are tiny and arcane – but serious investors should understand the disparate nature of intangible assets: Some truly deplete over time while others in no way lose value. With software, for example, amortization charges are very real expenses. Charges against other intangibles such as the amortization of customer relationships, however, arise through purchase-accounting rules and are clearly not real costs. GAAP accounting draws no distinction between the two types of charges. Both, that is, are recorded as expenses when earnings are calculated – even though from an investor’s viewpoint they could not be more different.我不打算逐一解释所有的调整——有些是细微并且晦涩的——但是认真的投资者必须要理 解不同无形资产之间的本质区别:一些无形资产的价值随时间消耗殆尽,但是另外一些的价 值从不耗减。比如说软件,其摊销额是真是的成本支出。但对于某些无形资产,例如对客户 关系,购买法会计准则下的摊销则显然不是真实的成本。GAAP 会计准则并不对这两者进行 区分。尽管从投资者的角度看,它们完全不同,但在会计上计算利润是它们都会被记作成本。
In the GAAP-compliant figures we show on page 29, amortization charges of $648 million for the companies included in this section are deducted as expenses. We would call about 20% of these“real,” the rest not. This difference has become significant because of the many acquisitions we have made. It will almost certainly rise further as we acquire more companies.
Eventually, of course, the non-real charges disappear when the assets to which they’re relatedbecome fully amortized. But this usually takes 15 years and – alas – it will be my successor whose reported earnings get the benefit of their expiration.当对应的资产没摊销完之后,相应的账面成本也就没有了。但这通常需要 15 年,哎,我的 继承人才能享受到摊销完之后报表上增加的利润了。
Every dime of depreciation expense we report, however, is a real cost. And that’s true at almostall other companies as well. When Wall Streeters tout EBITDA as a valuation guide, button your wallet.
Our public reports of earnings will, of course, continue to conform to GAAP. To embrace reality, however, remember to add back most of the amortization charges we report.当然我们公开的财报依然会遵循 GAAP 会计准则。但是请认清现实,记得把我们报告的摊销 加回来。
************ The crowd of companies in this section sells products ranging from lollipops to jet airplanes.
Some of these businesses, measured by earnings on unleveraged net tangible assets, enjoy terrific economics, producing profits that run from 25% after-tax to far more than 100%. Others generate good returns in the area of 12% to 20%. A few, however, have very poor returns, a result of some serious mistakes I made in my job of capital allocation. I was not misled: I simply was wrong in my evaluation of the economic dynamics of the company or the industry in which it operated.这个版块的公司销售的产品从棒棒糖到喷气式飞机,无所不包。有些公司有非常好的经济特 性,它们无杠杆条件下的税后有形资产回报率从 25%到 100%多。其他一些产品的回报率介 于 12%-20%。但也有少数公司回报率很糟糕,这是我们在资产配置上所犯下的严重错误。我 并没有受到误导:我只是错误地估计了公司或者其所在行业的经济形势。
Fortunately, my blunders usually involved relatively small acquisitions. Our large buys have generally worked out well and, in a few cases, more than well. I have not, however, made my last mistake in purchasing either businesses or stocks. Not everything works out as planned.幸运的是我们犯得错误一般是小型的收购。我们的大型收购都运行的很好,有些甚至非常好。但以上不会是我犯得最后一个错误。并非事事都如我所料。
Viewed as a single entity, the companies in this group are an excellent business. They employed an average of $25 billion of net tangible assets during 2013 and, with large quantities of excess cash and little leverage, earned 16.7% after-tax on that capital.把整个板块看作一个公司的话,这家公司业务非常优秀。2013 年它们运作 250 亿的净资产,大量的现金和极低的杠杆,实现了 16.7%的税后收益。
Of course, a business with terrific economics can be a bad investment if the purchase price is excessive. We have paid substantial premiums to net tangible assets for most of our businesses, a cost that is reflected in the large figure we show for goodwill. Overall, however, we are getting a decent return on the capital we have deployed in this sector. Furthermore, the intrinsic value of these businesses, in aggregate, exceeds their carrying value by a good margin. Even so, the difference between intrinsic value ad carrying value in the insurance and regulated-industry segments is far greater. It is there that the truly big winners reside.当然,如果出价过高,买入一些具有良好经济特性的公司也可能成为一笔糟糕的投资。我们 大多数的收购里都支付了远超有形净资产的溢价,这些成本反映在财报巨额的无形资产数据 中。不过总体来说,我们收获了与投资额相称的回报。而且,这些公司的内在价值,远超它们的账面价值。需要说明的是,在保险板块和受管制的行业板块,内在价值和账面价值之间 的差距更加巨大。那里才是真正的大赢家所在之处。
************ We have far too many companies in this group to comment on them individually. Moreover, both
current and potential competitors read this report. In a few of our businesses we might be disadvantaged if they knew our numbers. So, in some of our operations that are not of a size material to an evaluation of Berkshire, we only disclose what is required. You can find a good bit of detail about many of our operations, however, on pages 80-84.这个版块内的公司太多,我们不能一一道来。而且它们现有和潜在的竞争对手都能看到这份 报告。公开某些公司的数据将会对它们不利。所以,对伯克希尔来说,规模不是非常大的公 司我们仅按要求披露信息。不过,在 80-84 的内容里,大家可以找到更多详细内容。
I can’t resist, however, giving you an update on Nebraska Furniture Mart’s expansion into Texas. I’m not covering this event because of its economic importance to Berkshire – it takes more than a new store to move the needle on Berkshire’s $225 billion equity base. But I’ve now worked 30years with the marvelous Blumkin family, and I’m excited about the remarkable store – truly Texas-sized – it is building at The Colony, in the northern part of the Dallas metropolitan area.我还是忍不住要像大家汇报一下内布拉斯加家具超市在德克萨斯扩张的最新进展。我把它拿 出来说,是因为它对伯克希尔来说不仅仅是新开了一家店那么简单,虽然相比伯克希尔 2250亿的资产规模来说这微不足道。我和 Blumkin 家族合作 30 多年了,我为这家新店而兴奋,一家真正德克萨斯式的超市,它开在达拉斯市区北面的 The Colony。
When the store is completed next year, NFM will have – under one roof, and on a 433-acre site –1.8 million square feet of retail and supporting warehouse space. View the project’s progress at网页链接 NFM already owns the two highest-volume home furnishings stores in the country (in Omaha and Kansas City, Kansas), each doing about $450 million annually. I predict the Texas store will blow these records away. If you live anywhere near Dallas, come check us out.明年 NFM 建成以后,它将会在 433 英亩的地基上拥有 180 万平方英尺的零售和仓储空间。可以在 网页链接 查询项目的进展情况。NFM 已经拥有全国销售额最大的两家店铺 了(分别位于奥马哈和堪萨斯市),两家的年销售额分别达到 4.5 亿左右。我预计德克萨斯 的新店将会刷新上述纪录。如果大家住在达拉斯附近,欢迎大家来看看。
I think back to August 30, 1983 – my birthday – when I went to see Mrs. B (Rose Blumkin), carrying a 1 1 ⁄4-page purchase proposal for NFM that I had drafted. (It’s reproduced on pages114 – 115.) Mrs. B accepted my offer without changing a word, and we completed the deal without the involvement of investment bankers or lawyers (an experience that can only bedescribed as heavenly). Though the company’s financial statements were unaudited, I had no worries. Mrs. B simply told me what was what, and her word was good enough for me.
Mrs. B was 89 at the time and worked until 103 – definitely my kind of woman. Take a look atNFM’s financial statements from 1946 on pages 116 – 117. Everything NFM now owns comes from (a) that $72,264 of net worth and $50 –no zeros omitted – of cash the company then possessed, and (b) the incredible talents of Mrs. B, her son, Louie, and his sons Ron and Irv.那时候 B 夫人 89 岁了,后来一直工作到 103——绝对是我们风格的女强人。大家看一看116-117 页上 NFM 从 1946 年以来的财务报告。NFM 现在所有的一切都从当初 72,264 美元 净资产、50 美元的现金,以及 B 夫人、她的儿子 Louie、孙子 Ron 和 Irv 难以置信的天才衍 化而来。
The punch line to this story is that Mrs. B never spent a day in school. Moreover, she emigrated from Russia to America knowing not a word of English. But she loved her adopted country: At Mrs. B’s request, the family always sang God Bless America at its gatherings.故事里最秒的地方是,B 夫人从来没上过学。而且她从俄国移民到美国时甚至连英文都不会 说。但是她热爱这个接纳它的国家:家庭聚会时他们经常应 B 夫人的要求合唱上帝保佑美国。
Aspiring business managers should look hard at the plain, but rare, attributes that produced Mrs.B’s incredible success. Students from 40 universities visit me every year, and I have them start the day with a visit to FM. If they absorb Mrs. B’s lessons, they need none from me.有抱负的经理人应该好好学习让 B 夫人成功的那些朴素却稀有的品质。每年都有超过 40 所 大学的学生们来拜访我,我以带领他们参观 FM 作为开场。如果他们吸收了 B 夫人的经验,他们不需要向我学任何东西。
Finance and Financial Products金融和金融产品
“Clayton’s loan portfolio will likely grow to at least $5 billion in not too many years and, withsensible credit standards in place, should deliver significant earnings.” — 2003 Annual Report “Clayton 的贷款规模不用几年就会达到 50 亿美元,它们信用质量良好,将会产生巨额利润。” ——2003 年年报
This sector, our smallest, includes two rental companies, XTRA (trailers) and CORT (furniture), as well as layton Homes, the country’s leading producer and financer of manufactured homes. Asidefrom these 100%-owned subsidiaries, we also include in this category a collection of financial assets and our 50% interest in erkadia Commercial Mortgage.这是我们最小的业务版块,包括两家租赁公司,XTRA(拖车租赁)和 CORT(家具租赁),以及Clayton Home,国内领先的预置房生产商和金融租赁商。除了这些 100%拥有的子公司外,我们还有其他一些金融资产以及 Berkadia Commerical Mortgage 公司 50%的权益。
Clayton is placed in this section because it owns and services 326,569 mortgages, totaling $13.6 billion. In recent years, as manufactured home sales plummeted, a high percentage of Clayton’searnings came from this mortgage business.
In 2013, however, the sale of new homes began to pick up and earnings from both manufacturing and retailing are again becoming significant. Clayton remains America’s number one homebuilder:Its 2013 output of 29,547 homes accounted for about 4.7% of all single-family residences built in the country. Kevin Clayton, Clayton’s CEO, has done a magnificent job of guiding the company through the severe housing depression. Now, his job – definitely more fun these days – includes the prospect of another earnings gain in 2014.
CORT and XTRA are leaders in their industries as well. And Jeff Pederson and Bill Franz will keep them on top. We are backing their plans through purchases of equipment that enlarge their rental potential. CORT 和 XTRA 也是各自行业中的佼佼者。Jeff Pederson 和 BillFranz 依然会维持它们的领先地 位。我们支持他们购置设备扩大租赁规模的计划。
Here’s the pre-tax earnings recap for this sector:
下面是这个版块的税前收入:
Investments投资
“Our stock portfolio. . . was worth approximately $17 million less than its carrying value [cost] . . . it is our belief that, over a period of years, the overall portfolio will prove to be worth more than its cost.” — 1974 Annual Report “我们的股票投资……大约比他们的账面价值(投资成本)要低 1700 万美元……但我们相 信,几年以后,整个组合的价值将会远超投资成本。” ——1974 年年报
Below we list our fifteen common stock investments that at yearend had the largest market value. 下面列出了我们市值前 15 的股票投资:
Berkshire has one major equity position that is not included in the table: We can buy 700 million shares of Bank of America at any time prior to September 2021 for $5 billion. At yearend these shares were worth $10.9 billion. We are likely to purchase the shares just before expiration of our option. In the meantime, it is important for you to realize that Bank of America is, in effect, our fifth largest equity investment and one we value highly.伯克希尔有一项重要的股票投资没有列在表上:在 2021 年以前的任何时候,我们都可以以50 亿美元购买美国银行 7 亿股股票。截至年底,这些股票价值 109 亿。我们倾向于在购买 权到期前行权购买。大家应该了解,美国银行的投资是我们的第五大股票投资,并且我们非 常看好。
In addition to our equity holdings, we also invest substantial sums in bonds. Usually, we’ve donewell in these. But not always.除了股票以外,我们也会大额投资债券。通常我们业绩都不错。但也并非时时如此。
Most of you have never heard of Energy Future Holdings. Consider yourselves lucky; I certainly wish I hadn’t. The company was formed in 2007 to effect a giant leveraged buyout of electricutility assets in Texas. The equity owners put up $8 billion and borrowed a massive amount in addition. About $2 billion of the debt was purchased by Berkshire, pursuant to a decision I made without consulting with Charlie. That was a big mistake.
Unless natural gas prices soar, EFH will almost certainly file for bankruptcy in 2014. Last year, we sold our holdings for $259 million. While owning the bonds, we received $837 million in cash interest. Overall, therefore, we suffered a pre-tax loss of $873 million. Next time I’ll call Charlie.
A few of our subsidiaries – primarily electric and gas utilities – use derivatives in their operations. Otherwise, we have not entered into any derivative contracts for some years, and our existing positions continue to run off. The contracts that have expired have delivered large profits as well as several billion dollars of medium term float. Though there are no guarantees, we expect a similar result from those remaining on our books.
2012年第二件令人失望的事情是我没有能进行一笔大收购。我瞄准了一些大象,但最终空手而回。不过今年年初我们运气不错。2月,我们达成协议购买一家全资拥有H.J.Heinz公司的控股公司50%股份。另外一半将会由以Jorge Paulo Lemann为首的少数投资者持有,他是巴西著名的商人和慈善家。我们买不到比这更好的公司了。Jorge Paulo长期以来都是我的好朋友,并且是一位卓越的经理人。他为首的投资人团队和伯克希尔将会各自出资约40亿美元购买持股公司的普通股。伯克希尔还会另外投资80亿美元购买分红率9%的优先股。优先股两个优势大大增加了它的价值:首先它将会在特定时刻以显著的溢价被回购,其次这些优先股还允许我们以象征性的价格购买持股公司5%的普通股。120亿美元的总投资吸收了伯克希尔去年利润的一大块。但我们依然用有大量的现金,并在不断地累积。所以,我们得继续干活;查理和我再次穿上远征服,继续猎象。
眼尖的读者可能已经注意到中美洲能源的利润表格中的怪异。住房服务公司(HomeSevices of America Inc.)是怎么回事?这样一家公司怎么会被划分到“受管制的,资本密集的业务”中? 实际上,2000年我们获得中美洲能源控制权的时候,它的就在公司中。那时我主要关注公司的公用业务,没有关注到住房服务公司,它包括几家房地产经纪公司。然而,从那时起,住房服务公司就不断地增加地产经纪公司——2012年增加了3家——现在在美国主要的大城市拥有大约16,000名代理人。(我们的房地产经纪公司列示在107页)。2012年,我们的代理人参与的房屋销售额达420亿美元,比2011年增长33%。另外,房屋服务公司去年购买了Prudential and Real Living 67%的特许权业务,它在全国一共有544家经纪公司加盟,并它们的在销售额中收取少量的特许费。我们计划5年内收购剩余的份额。今年,我们将逐步把连锁加盟商和特许权公司的品牌统一为伯克希尔哈撒韦住房服务。即便在萧条时期,Ron Peltier在管理住房服务公司上依然工作出色。现在,房地产市场持续恢复,我们期望利润未来会有显著的提升。
Marmon是一家多元化的公司,有150多家各个行业的子公司。它最大的业务是持有并租赁油罐车给各种货运公司,比如油运和化工产品运输公司。Marmon的业务主用由美国的Union Tank Car和加拿大的Procor两家子公司运营。Union Tank Car历史悠久,1911年Standard Oil Trust帝国倒闭之前一直由其拥有。有火车经过的时候留意看UTLX的标志。作为伯克希尔的股东,大家拥有打着这个商标的油罐车。当大家看到UTLX的车时,请挺起胸膛,并享受一个世纪前约翰·洛克菲勒看到自己的车队所享受到那种满足感。
铁路公司并不拥有油罐车,它们属于货运商或者出租公司。去年年底,Union Tank Car和Procor一共拥有97,000辆油罐车,账面价值40亿美元。强调一下,一辆新车成本约10万美元。Union Tank Car还是一家主要的油罐车制造商——一部分出售但大部分自己持有并出租。现在,它的订单已经排到2012年了。BNSF和Marmon都受益于与美国原油生产的重新扩张。我们的铁路现在每天运输50万桶原油,大约是“下48州”(不包括阿拉斯加和离岸州)总产量的10%。种种迹象表明,BNSF今年的原油运输量将会显著增长。
我们曾目睹很多股份回购并非满足上述第二条条件。你要知道,很多 CEO永远认为他们公司的股票太便宜了。但事实上,股份回购并非简单用来抵消股 票增发带来的股权稀释,或者仅仅因为公司手握多余的现金。只有当回购价格 低于股票内在价值时,继续持有的股东才不会利益受损。考虑是否要收购或者 股份回购时的第一准则是,在某一个价格你是明智的,但在另一个价格时你可 能就是愚蠢的( what is smart at one price is dumb at another)。(摩根大通 的Jamie Dimon 就始终重视价格 /价值因素在回购决定中的重要性。我建议你们去 读读他的年度信。)
伯克希尔-哈撒韦拥有中美能源控股89.5%的股份。中美能源旗下有多家公用事业公司,其中最大的几家包括:(1)Yorkshire Electricity and Northern Electric,它拥有380万终端用户,是英国第三大电力公司;(2)中美能源,它服务着72.5万电力用户,主要集中在爱荷华;3)Pacific Power and Rocky Mountain Power,服务着西部六州的170万电力用户;(4)Kern River and Northern Natural pipelines,通过它运输的天然气占美国用量的6%。
Clayton房屋公司是我们在这一领域的主要运作,它是组装式和活动式房层的主要生产基地。当然,Clayton并不是一直占据着第一的位置。10年前,该领域中三大主要的制造企业Fleetwood、Champion and Oakwood曾拥有着该行业44%的产量。但是,这三家公司现在都已经破产。同时,整个行业的产量也从1999年的38.2万套下降至2009年的6万套。
住房抵押贷款市场受政府通过FHA,Freddie Mac and Fannie Mae表现出来的条例控制,它们的信贷标准占有绝对的优势,因为他们担保的抵押贷款能够实现证券化,实际上,并且均将其转变成美国联邦政府债务。目前,这种常见拥有担保房屋的购买者,享有可以获得利率仅为5.25%的30年期的贷款资格。此外,这些抵押贷款最近被美联储大量的购买,作为维持超低利率水平的举措之一。
你可能记得2003年的时候,硅谷很流行一个车贴:“神啊,求求你再给个泡沫吧”。很不幸,这个愿望很快就成真了:几乎所有的美国人都认为房价会永远上涨,这种坚信不疑令借款人的收入和现金损益表对放贷机构无足轻重,他们大把大把的把钱借给别人,相信房价上涨(hpa, house price appreciation)会解决所有问题。今天,我们国家里不断蔓延的痛苦,正是源于这种错误的信心。随着房价的下跌,大量愚蠢的金融问题被曝光。对此你能学到经验就是:只有在退潮的时候,你才能看出哪些人在裸泳。我们目睹那些最大金融机构的现状,简直是“惨不忍睹”。
来点好消息,现在报告:伯克希尔最新规模收购的企业——tti和艾斯卡(iscar)公司,分别在他们的ceo paul andrews 和 jacob harpaz领导下,2007年表现不俗。艾斯卡公司是我见过的制造企业中令人印象深刻的一家,去年我报告过这点,而秋天造访它在韩国非比寻常的工厂后,更加深了。
在jay1999年去世后,bob在2002年初也退休了。pritzker家族决定逐步卖掉或重组他们的财产,其中包括marmon集团。marmon集团通过它的9个部门运营着125项生意,其中最大的一项是联合槽罐车公司(union tank car)。算上它的加拿大公司,联合槽罐车公司共拥有94,000辆铁路槽罐车,被分别租赁给不同的货主。这只“舰队”的初置成本是5.1亿美元,合计有7亿美元的销售额和大约20,000名员工。
这项交易,也是按jay喜欢的方式进行的。我们仅凭marmon集团的财务报表就出此价格,没有雇用顾问和进行细致的查证。我知道公司会和pritzker家族描述的情况一样,同样他们也知道,不论混乱的金融市场情况如何,我们都会说到做到。在过去的一年里,许多大交易被重新谈判或干脆取消,但这个交易,对pritzker家族来说,象对伯克希尔一样,一个交易就是一个交易(a deal is a deal)。
去年喜诗糖果的销售是3.83亿美元,税前利润是8,200万美元,运营资金是4,000万美元。这意味着从1972年以来,我们不得不再投资区区3,200万美元,以适应它适度的规模增长,和稍许过度的财务增长。同时税前收益总计是13.5亿美元,扣除3,200万美元后,所有这些收益都流到伯克希尔(或早些年的蓝筹邮票公司)。利润在缴纳公司税后,我们用余下的钱买了其他有吸引力的公司。就像从亚当和夏娃最初喜好(adam and eve kick-started)的活动,带来了60亿人一样,喜诗糖果开启了我们后来的许多滚滚而来的新财源。(它对于伯克希尔来说,就如圣经上说的:“丰腴膏沃而且生养众多”)
稍有不协的是,中美洲能源也拥有美国第二大房地产中介公司——美国家庭服务公司(homeservices of america),这家公司经营20多个地区性品牌、拥有18,800个房动产经纪人员。去年是房屋销售增长很缓慢的时期,而2008年很有可能更缓慢。不过,当质地良好的中介公司处于一个很合算的价格时,我们将会继续进行收购。
去年,我告诉你们,我们将尽快完成伯克希尔在投资业务上的继任者计划。我们的确现在确定了4个候选人,他们都能接替我的投资工作。他们都普遍拥有管理素质,并且他们对应邀到伯克希尔来工作,都显示出强烈的兴趣。董事会了解这四位的能力,并期待如果需要,可以雇佣到一个或更多的人。这些候选人都正当壮年,经济上非常富有(well-to-do),所有人希望能为伯克希尔工作的原因,并不是为了得到经济上的补偿。(我很不情愿地打消了,要在我死后继续管理投资组合的念头。也放弃我希望给“拓展视野”(thinking outside the box),这项条款赋予的新含义)
轮到美国的ceo们说真话的时候(a moment of truth),他们的回应一点不光彩。在接下去的6年里,入选标准普尔指数的500家公司中只有两家,选择了“首选的”路线。余下公司的ceo们全都选择了另一条低速路线,从而忽略了一大笔显而易见的费用,只为在报表上,有更高的“收益”。我确信他们中的一些人也觉得,即使他们选择把期权作为费用计入,他们的董事们也会在将来的某些时候,为了通过经理们渴望的“一次性授予(mega-giants)”(期权),而重新考虑。
每个人很自然的,期望收益超过市场的平均水平。那些“投资助理”由衷的(bless their hearts)鼓励和灌输他们的客户这种观念。但是作为一类,雇佣这些投资助理的群体。他们收益一定是低于平均水平。原因很简单:1)所有投资者都不可避免赚到:一个平均的投资回报,减去交易费用;2)被动型投资者和指数投资者,由于从头至尾他们的交易很不活跃,他们赚到的收益是:平均收益水平,减去一个非常低的交易费用。3)在赚取市场平均收益的群体中,剩下的一部分就是——交易活跃的投资者。但是这个群体也因此会招致高额的交易、管理和顾问咨询费用。所以交易活跃的投资者,相比他们那些不活跃的“同胞们”(brethren),会抹去很大一部分的投资回报。这意味着:“懵懂无知”(know-nothing)的被动型投资者(与他们相比)一定会胜出。
我还必须指出,在本世纪里,想从股票中赚到10%年收益的人,他们的如意算盘是2%的年收益来自分红,8%来自股价上涨。但这无异于他们是在预计:2100年道琼斯指数会在2,400万点的水平!如果你的理财顾问告诉你,会从股票上赚到两位数的投资回报,那就把上面的数字解释给他听,一定会让他感到狼狈。许多“投资助理”显然是童话“绿野仙踪”(alice in wonderland)里,那个说:“为什么,我在早饭前,有时已经相信了超过六件不可能发生的事情呢?”话的女王的直系后代。所以要谨防那些油嘴滑舌的投资助理,向往你头脑里塞进幻的时候,同时也在往自己的口袋里揣着酬金。
不过,对于为什么ceo们要选择一个如此高投资收益假设的原因,并不让人困惑:这样他们就可以报告更高的公司收益。而且即便他们,如我认为的那样,确实是错的,那恶果(chicken come home to roost)在他们退休后的很长时间里,也不会发生。
数十年来,美国公司掩藏(push the envelope)(收益),或是更坏的企图,想尽可能高的报告当前收益的行为,应该好收敛了。他们应该听听我搭档查理·芒格的话:“如果你三次把球击出左边界,那下次击打时,瞄得稍微靠向右些。”
无论公司在养老金费用上耍得花样,如何让股东们逡巡止步于道上(in store down the road),纳税人要经历的打击,要远胜公司股东们许多倍。公共养老金虽然承诺巨大,但在很多方面,养老基金却严重不足。只是因为引爆这颗定时炸弹的导火索还很长,政治家们畏缩于税收会造成的伤痛。反正只有在这些员去世后很久,这些问题才会出现。员们很容易就制定出,这些养老的承诺,涉及有时是哪些不满40岁人的提早年退休计划;慷慨的生活费(cost-of-living)调整计划。在这个人们寿命越来越长而通货膨胀又是必然的世界里,那些承诺将决不会很容易的兑现。
伯克希尔在2006年也进行了一些“附属性”收购,像是织果公司(Fruit of the Loom)、迈铁(MiTek)、西堤毕(CTB)、萧氏地毯(Shaw)、与克雷顿(Clayton)等关联企业,都有收购的行动。其中以织果公司所进行的规模最大。首先,以12亿美元(负债也包含其中)收购运动服、及制服的生产商-罗素公司;接着在十二月,同意浮华世界公司内衣制造部门的收购案。总计这些收购,为织果增加了22亿美金的营收,也带进23,000名员工。
除了我们为前期的保单增加了损失准备金之外,MedPro只在能够取得承保利润时才签发保单。我们下属其他主要保险公司在12.7亿美元承保业务量上取得了3.24亿美元承保利润,这是一个非常卓越的业绩,我们为此应该感谢Berkshire Hathaway Homestate Companies的Rod Eldred、Central States Indemnity 的John Kizer、U. S. Liability 的Tom Nerney、Kansas Bankers Surety的 Don Towle、 National Indemnity的 Don Wurster。
表3是我们下属主要保险企业的承保和浮存总体情况。
政府管制公用事业业务
我们持有MidAmerican Energy Holdings 80.5%的股权(完全稀释后),这是一家拥有许多不同种类公用事业企业的控股公司,其中下属最大的三家企业包括:(1)Yorkshire Electricity和Northern Electric,拥有370万电力用户,为英国第三大电力供应商;(2)MidAmerican Energy,主要是为爱荷华的706,000用户提供服务;(3)Kern River 和Northern Natural pipelines,提供了美国消费天然气的7.8%。并购 PacifiCorp完成后,我们将在西部6州增加160万的电力用户,其中大部分业务在俄勒冈州和犹他州。这次交易将使MidAmerican的收入增加330亿美元,资产增加141亿美元。 2005年8月8日公用事业控股公司法案(The Public Utility Holding Company Act, PUHCA)被废止,这一里程碑事件使伯克夏能够在2006年1月9日将其持有的MidAmerican优先股转换为拥有投票权的普通股,这次转换结束了公用事业控股公司法案强加于我们的错综复杂的公司制度安排(a convoluted corporate arrangement)。现在我们同时持有MidAmerican的83.4%普通股和投票权,这使得我们在财务会计和税收上能够合并这家公司的报表。可是我们真正的经济权益是前面提到的80.5%,因为已经发行的期权肯定会在未来几年间执行,这将稀释我们的持股比例。 尽管我们的投票权大幅度增加,但四方共同持有的股权结构根本不会发生任何变化。我们将MidAmerican看作是伯克夏、Walter Scott 及其两位超级经理人 Dave Sokol 和Greg Abel四方组成的合伙企业,每一方持有多少投票权并不重要,重要的是,只有我们大家共同认为明智的情况下,我们才会采取重大的行动。与Dave、Greg和Walter共同合作了5年,进一步强化了我最初的信念:没有比他们更好的合作伙伴了。 你会注意到,2005年我们提供了两份资产负债表,一份是根据GAAP规定我们在2005年12月31日的实际数据(不包括MidAmerican在内),另一份反映了我们将MidAmerican优先股转换为普通股的情况。今后伯克夏所有财务报表都将MidAmerican合并在内。 也许看起来与公司主业有些不太协调,MidAmerican持有美国第二大房地产经纪公司,这可真是一颗掌上明珠。母公司名称为美国安家服务公司(HomeServices of America),但公司的19,200个代理人通过18家以当地品牌命名的下属企业进行经营,由于三次小规模并购,2005年我们参与了金额达640亿美元的房地产交易,比2004年增长了6.5%。 近年来持续狂热的住宅相关房地产市场目前正在逐步降温,这将为我们带来更多的并购机会。我和公司CEO Ron Peltier希望美国安家服务公司(HomeServices of America)在未来十年内能进一步发展壮大。 表4是MidAmerican业务经营的主要数据。
我们的建筑产品企业和Shaw仍然受到原材料和能源成本上升的打击,这些企业中大多数是石油(更准确地说是石化产品)和天然气的消费大户,这些商品的价格已经快速上涨。 我们同样也提高了产品的销售价格,但在提价到实现业绩增长之间往往有相当长的时间间隔,尽管如此,我们的建筑产品企业和Shaw地毯公司的经营业绩还是令人称赞的,这应该归功于他们强大的商业特许权和能干的管理层。 在服饰业务方面,我们最大的企业Fruit of the Loom收益与市场份额再次双双增长。当然,我们在男士和女士内衣市场上的领先优势尽人皆知,根据Wal-Mart、Target等大型卖场的统计,我们的销售份额约为48.7% ,与2002年我们收购这家企业时的44.2%相比显著上升。从较小的基数开始,我们在大卖场销售的成年妇女和女孩的内衣的市场份额从2002年的13.7%上升到2005年的24.7%。在一个主要产品类别市场上能够实现如此的增长并非易事,为此我们要特别感谢公司的CEO John Holland创造了这一奇迹。 2005年我曾告诉各位: Ben Bridge (珠宝业)和R. C. Willey(家庭装饰业)的销售额(same-store sales)远远超过业内同行。你们可能会认为,一个年度的爆炸性增长会导致第二年的业绩难以比肩,但Ben Bridge 的Ed和Jon Bridge、R. C. Willey的Scott Hymas面对这种挑战却仍旧实现了继续增长,2005年Ben Bridge 同家店销售额增长了6.6%,R. C. Willey增长了9.9%。 当我们在新的市场开出新店铺时,R. C. Willey继续以周六不营业的经营方式横扫一周经营7天的竞争对手,几年之前我还十分怀疑的Boise店2005年竟然取得了21%的收益率,刷新了2004年10%的纪录。2005年11月新开的Reno店一开张就挤破了大门,销售额很快超过了Boise店早期的增长速度。2006年6月我们将在Sacramento开始营业,如果这家店能够像我所预料的那样成功的话,那么,未来几年内我们将在加利福尼亚开设R. C. Willey专卖店。 在航空服务业务方面,航空公司业务的反弹使FlightSafety的收益得到改善。为了支持公司业务持续增长,我们大笔投资新的模拟飞行器,我们最近的扩张是2005年9月份在英国Farnborough新开张一个主要设施训练基地,拥有42个训练中心。到2007年完全建成时,我们将累计投资1亿美元用于建筑及15台模拟飞行器。FlightSafety非常能干的CEO Bruce Whitman确信,没有任何竞争对手所提供服务在深度和广度上能够与我们相媲美的。 NetJets的经营成果却是一个完全不同的故事。2004年我曾放言其业务将在2005年实现盈利,但我却错得一塌糊涂(全世界最大的公务机公司——巴菲特麾下的NetJets公司在全球范围提供最安全私密的航空旅行解决方案。NetJets公司的部分产权拥有计划允许个人或企业花费整架飞机购置成本的一部分购买公务机的部分产权,只需提前几小时通知NetJets,即可在全年随时得到安全、可靠和高质量的服务。2004年,NetJets公司有超过26万个航班飞往140多个不同的国家——译者注)。 应该说明的是,我们欧洲地区的业务在实现了良好的增长的同时,成本也有所下降,客户合同增长了37%。我们是欧洲地区经营飞机部分所有权业务的唯一一家企业,我们目前在欧洲地区业务遍地开花的局面是NetJets成为这一行业全球领导者的关键因素。 可是我们的美国业务尽管客户大幅度增长,却出现了严重的亏损,其经营效率下降、成本急升。我们相信,我们三个最大的竞争对手也遭受到了同样的打击,但他们都各自隶属于飞机制造商,因此可能并不像我们那样非常关注获得足够利润的必要性。无论如何,这三家竞争对手管理的飞行机队的综合价值都继续远低于我们运作的机队的价值。 Rich Santulli这位我所认识的最具活力的经理人将会解决公司的收入成本问题,但他绝不会以损害公司服务质量的方式来解决问题。我和他都保证我们的服务、保安、安全水平肯定是其他任何对手难以比拟的。 我们的零售业务中包括See’s Candies这家我们早在1972年收购的公司,这也是我们历史最为悠久的非保险企业,当时我们马上决定由46岁的Chuck Huggins来负责。尽管我们俩当时在选择经理人上还是新手,芒格和我在这次任命上却打出了一个“本垒打”。在他34年的任期中,Chuck Huggins对客户和品牌的热爱已经渗透到整个组织中,使这家公司的盈利增长了10倍。值得指出的是,这一成就是在一个增长得很慢甚至可以说是几乎没有增长的产业中所取得的(在这个行业中,销售数量的数据很难搞清楚)。 2005年年底,我们把See’s的管理权杖交给了Brad Kinstler,在此之前,他在为伯克夏公司管理Cypress Insurance 和Fechheimer时就做得很好。对于我们来说,把经理人调来调去并不寻常,但Brad Kinstler的良好记录让我们认为,他显而易见是See’s经理人的最佳选择。我希望Chuck和他的妻子Donna能够出席今年的股东大会。如果出席的话,所有股东就能与我和芒格一起给这位美国排名第一的糖果制造商经理人非常应得的掌声。 每一天,通过无数种方式,我们下属每一家企业的竞争地位要么变得更强,要么变得更弱,如果我们让客户更加愉悦、消除不必要的成本支出、改善我们的产品和服务,我们的竞争力就会更强。但如果我们对待客户时冷淡或者容忍不必要的费用成本不断上升,我们的竞争力就会萎缩。就每一天而言,我们行为的影响难以察觉,但天长日久所累计的影响后果之巨大却难以估计。 由于这些几乎毫不显眼的行为的后果导致我们的长期竞争地位得到改善时,我们称这种现象为“加宽护城河”,这些行为对于我们想要打造10年甚至20年以后的企业至关重要。当然,我们总是想在短期内赚到更多的钱,但当短期与长期目标冲突时,加宽护城河应该优先加以考虑。如果一个公司管理层作出糟糕的决策以实现短期盈利目标并因此置成本、客户满意度、品牌吸引力于不顾,那么,以后再出色的努力也难免弥补由此造成的损害。当今汽车和航空行业的公司经理人在努力处置其前任留下的问题时所面临的进退两难的局面就是最好的证明。芒格和我喜欢引用本·富兰克林的名言:“预防为主,治疗为辅”(An ounce of prevention is worth a pound of cure)。但有时无论如何治疗也无法治愈过去的错误。 我们的经理人们专注于加宽护城河并且在这方面才华横溢,原因非常简单,他们对他们的企业充满热情。在伯克夏收购以前,他们往往已经管理了这家公司很长时间,伯克夏进入之后唯一的作用是继续坚持原来的方向。各位股东如果在年度大会上看到这些为股东们作为杰出贡献的英雄们(其中包括四位女中豪杰),请向他们表示感谢。 我们的经理人的态度与一位娶了商业大亨独生女儿的年轻小伙子形成了鲜明的对比,在婚礼之后,感到十分宽慰的父亲把他的女婿叫来,开始讨论他们的将来: “孩子,你是我盼望已久却一直未能找到的乘龙快婿,这是我的公司的50%的股权证明,从现在开始,你就是与我平起平坐的合伙人。” “谢谢您,父亲大人。” “那么,你想负责公司的哪些事务?负责销售怎么样?” “恐怕我连把水卖给一个在撒哈拉沙漠缓缓爬行的人也做不到。” “好吧,那么负责人际关系如何?” “我对别人根本毫不关心。” “没关系,在经营中我们还有许多其他事情要做。你愿意做什么?” “事实上,我对任何事都没有兴趣。你为什么不买断我的股权呢?”
投资
以下是我们的普通股投资情况。2005年年底市值超过7亿美元的股票投资明细如下:
表8:规模较大的分类或经营单位的税前收益情况(单位:百万美元)
2005年,我们的投资组合由于公司事件而出现了两个变化——吉列并入宝洁(Procter & Gamble),美国运通(American Express)将Ameriprise分拆上市。另外,我们大幅增持了Dick Kovacevich管理得非常出色的富国银行(Wells Fargo)的股票,同时在 Anheuser-Busch和Wal-Mart公司股票上建仓。 不要期望我们的证券投资组合会出现什么奇迹,尽管我们主要持股一些实力强大且盈利能力很高的企业,但其股价根本谈不上便宜。作为一个整体,它们可能会在10年后价值翻番,一种可能性是下一个十年他们的每股收益总体上将每年增长6%-8%,其股价将或多或少与每股收益的增长相近(当然这些公司的经理人会认为我的预期过于保守,我希望他们是对的)。 宝洁与吉列的并购于2005年第4季度结束,这要求伯克夏记录50亿美元的税前收益。从经济的观点来看,美国公认会计准则(GAAP)规定的这种会计分录没有任何意义,你在评估伯克夏2005年收益情况时,应该忽略这笔巨额会计收益。在合并之前,我们从来没有打算卖出吉列的股票,合并之后,我们也不打算卖出宝洁的股票,合并也不会导致我们缴纳任何税费。 无论如何夸大一个CEO对公司的重要性也不过分,在2001年Jim Kilts进入吉列之前,这家公司正在苦苦地挣扎之中,特别是为资本配置上的大错而痛苦不堪。吉列收购金霸王电池(Duracell)让股东们支付了几十亿美元的代价,而这种代价在传统财务会计上根本看不出任何反映。简而言之,吉列在并购中获得的商业价值与其付出的并购成本并不相等(令人非常吃惊的是,这种非常简单的衡量标准在管理层及其投资银行家讨论并购时几乎总是被忽略)。 Jim Kilts入主吉列以后,马上开始逐步严格财务纪律,全面收紧业务,推动市场营销,他的一系列措施大幅度提升了公司的内在价值。吉列并入宝洁进一步增强了两家公司的发展潜力。由于其管理成就,Jim Kilts获得了非常丰厚的补偿金——但他所挣的每一分钱都理所应当(这并非一个学术探讨:作为在吉列公司持股9.7%的股东,伯克夏实际上支付了相应比例的补偿金)。事实上,向一个巨型企业的能力的确超凡的CEO支付再高的报酬也不为过,可惜这种CEO实在是太罕见了。 大多数美国高管的薪酬与经营业绩并不匹配,将来也不会出现什么太大的变化,因为关于CEO薪酬就像以欺骗方式做牌一样是已经事先安排好的,完全不利于投资者。结果是,一个表现平平或者表现糟糕的CEO,在他精心物色的人际关系主管和非常乐于助人的咨询公司顾问Ratchet and Bingo的协助下,最终总是从一个恶意设计的高管薪酬安排中获得大量的金钱。 例如十年固定价格的股票期权(谁不愿意要呢?)。假设停滞公司(Stagnant)的CEO无用先生(Fred Futile)接受了这样一批期权,比如给予他相当于公司1%的股票期权,那么,他获取个人利益的方法就会显而易见——他肯定不会支付任何红利,而是保留公司所有收益来回购股票。 假设在无用先生的领导下,停滞公司恰如其名没有什么增长,在发行期权后的十年间,公司每年在100亿美元的净资产价值基础上盈利10亿美元,相当于所发行的全部股票每股盈利10美元。无用先生拒绝向股东派发红利,用全部收益来回购股票。如果股价一直保持10倍市盈率的水平,那么,在期权到期之日股价将增值158%。这是因为持续回购使股份减少了3,870万股,每股收益将因此提高到25.80美元/股。通过将股东收益全部保留不作分配,无用先生就能获得1.58亿美元的巨额财富,尽管公司业务没有任何增长。更令人吃惊的是,即使停滞公司的收益在这十年间下降了20%,无用先生仍然可以赚到1亿美元以上。 通过不分配红利而将留存收益投资到各种令人失望的项目和并购上,无用先生仍然会获得巨大的报酬,即使这些投资只能取得微不足道的5%的收益率,无用先生个人仍然能有大笔金钱进账。具体来说,在停滞公司的市盈率在十年间保持不变的情况下,无用先生的期权会让他赚到630万美元。与此同时,所有股东会开始怀疑:当时向无用先生发行期权时所声称的股东与管理层结成“利益同盟”究竟是什么回事? 一种“正常”的红利政策,比如将收益的三分之一派发红利,虽然不会导致如此极端的结果出现,但仍然会让那些根本没有任何成就的经理人获得极其丰厚的报酬。 CEO们非常明白这个数学道理,他们知道支付给股东的每一分钱红利都会相应减少已发行期权的价值,可是我从未见过管理层与股东关于要求批准固定价格股票期权计划(a fixed-priced option plan)的股东大会委托材料(proxy materials)发生冲突。尽管CEO们总是一成不变地在公司内部鼓吹资本是有成本的,但他们不知为何总是忘记告诉股东们,固定价格股票期权给CEO们带来的资本却是免费的。 事情本来并非注定必须如此, 对于一家公司的董事会来说,实行一种当保留收益时自动调整计算期权价值的做法简直是轻而易举的。但让我吃惊又吃惊的是,这种期权几乎从来没有发行过。实际上,期权履约价格(Strike Price)随着留存收益而调整的期权激励计划,对于管理层激励“专家”来说似乎十分陌生,然而这些专家对所有出现过的有利于管理层的期权计划却像百科全书一样了如指掌(吃人的嘴软,“Whose bread I eat, his song I sing.”)。 遭受解雇那一天将会是一个CEO收入特别丰厚的一天,事实上,在清理他的办公桌走人的那一天,他“挣”到的钱要比一个清扫厕所的美国环卫工人一年所挣的钱还要多得多。忘掉那句古老的格言: “一事成功事事成功”(nothing succeeding like success)。如今,在公司管理层中,一个风靡一时的定律是:“一事失败事事成功”(nothing succeeds like failure)。 为管理层毫不起眼的平平业绩支付巨额的离职补偿、慷慨的额外补贴和超标的薪水,早已司空见惯,因为公司薪酬委员会(compensation Committee,是在英美企业董事会内部普遍设立的旨在评价包括CEO、其他执行董事在内的高管人员的绩效,负责制定和核定董事会成员及高管人员的一揽子补偿方案的一个专门机构——译者注)已经成为数据比较的奴隶。搞定董事会的方法很简单,选择三名董事,当然并非随机选择,在董事会会议召开前几个小时,用薪酬支付永远逐步提高的统计数据对他们进行一番狂轰乱炸。如此这般,董事会就会把一大堆稀奇古怪的“糖果”撒向CEO们,而原因只是我们儿时都会用的小把戏:“但是,妈妈,其他小朋友都有一个。”当公司薪酬委员会采用类似的逻辑推理时,昨天已是非常过分的过度要求在今天看来只不过是底线而已。 公司董事会应该采取我儿时的偶像底特律队著名强击手(打出许多本垒打的击球手)Hank Greenberg 的态度。Hank Greenberg的儿子Steve曾经是一个球手的代理人,在代表一个外场手与一家职业棒球大联盟俱乐部谈判时,Steve试探性地问他的老爸,他应该要求多少签约奖金。Hank Greenberg这位真正的按劳付酬主义者一针见血地问:“去年他的击打成功率是多少?”Steve说:“0.246。”Hank Greenberg的回答直截了当:“要一件队服。” (让我停下来简短地坦白一下: 在批评公司薪酬委员会的行为时,我并非作为一个真正的内幕人士进行爆料,尽管我曾经担任过20家上市公司的董事,但只有一家公司的CEO把我安排进入公司薪酬委员会。呜呜呜……) 我认为美国经济的长期问题在于贸易不平衡,对此,我已经在过去的年报中详细陈述,我的观点仍旧不变。我的这一信念却让伯克夏2005年度税前利润减少了9.55亿美元,这一数据包括在我们的损益表中,也反映了美国公认会计准则(GAAP)对待收益和损失的不同方式。我们在股票或债券上持有长期头寸(long-term position)时,每年的持仓市值变化会反映在资产负债中,但只要我们没有出售,这笔资产就极少反映在损益表中。比如,我们的可口可乐股票价值从1998年年底的134亿美元下跌到2005年年底的81亿美元,市值下降了53亿美元之巨,却不会影响我们的损益表。可是长期外汇头寸却是根据当日市价每日计价的,因此,每个报表日都会影响我们的收益情况,从我们第一次涉足外汇交易起至今,我们一共赚了20亿美元。 2005年我们减少了一些美元现汇看跌头寸(direct position in currencies),可是通过买入以多种外汇计价的证券,我们部分抵消了这一变化,并且赚到了一大部分国际利润。查理和我更喜欢以这种方式获得非美元暴露(nondollar exposure,外汇风险仅指因两国货币汇率的变动给交易双方中任何一方可能带来的损失或收益。通常将承受外汇风险的外汇金额称为“受险部分”或“暴露”——译者注)。这主要是由于利率的变化——当美国利率相对于其他国家上升时,持有资产大部分为外汇就会形成一个显著的负盈利(Negative Carry,负盈利,持有的市场头寸利率较低而借贷货币要支付较高的利率从而导致负值现金流,也就是融资成本高于证券或期货投资收益率的交易——译者注)。我们持有美元头寸的这种盈利变化实际上给我们造成了损失,2006年可能会继续如此。与之相反,持有国外证券经过一段时间之后,形成一个正盈利(与负盈利相反,正盈利指持有的市场头寸利率较高而借贷货币要支付较低的利率从而导致正值现金流。也就是证券或期货投资收益率高于融资成本的交易——译者注)的可能性会相当大。 影响美国经常账户赤字的潜在因素继续恶化,而且看起来没有中止的迹象,不仅我们的贸易赤字——经常账户中最大也是最常见的项目——在2005年创下了历史新高,而且我们预计第二大项目——投资收支也将很快由正转负。由于相对于美国海外投资而言,外国投资者所持有的美国资产(或者对美国的要求权)增加得更多,因此,这些外国投资者通过他们所持有的美国资产所获得的收益将开始超过我们美国所持有的海外资产获得的收益。最后,经常账户的第三个项目国际收支中的单边资金转移总是负的。 应该强调的是,美国特别富裕,并且将更加富裕。结果是,美国经常账户的巨大不平衡如果对美国经济或市场没有产生显而易见的有害影响的话,可能会持续很长一段时间。可是我不太相信这种情况会永远是有利的,要么美国人尽快用我们所选择的方式来处理这个问题,要么到了某种程度,这个问题可能将会以一种不太令人愉快的方式引起我们的注意。
附件有一篇我曾在华盛顿邮报刊登的社论,文中提到去年夏天在众议院以312票对111票通过的一项惊世骇俗的法案,多亏参议员Richa rd Shelby的阻挡,参议院最后并未批准众议院的愚蠢行为,另外证监会主委Bill Dona ldson以其一生清誉,坚定抵挡强大的政治压力,大企业总裁们企图利用政治献金游说国会议员,重施在1993年封杀期权会计准则实行的故技。
至于我们的服饰事业,规模最大的就属Fruit of the Loom,该公司主要拥有三项资产,一是148年全世界知名的品牌、一是低制造成本、一是其总裁-John Holland,2003年Fruit囊括威名百货、Target及K-mart等大卖场42.3%的男性及儿童内衣,而女性及少女内衣的比例也从2002年的11.3%成长到13.9%。
去年我们的打击阵容又增添了好几位强打者,两件从2001年就开始谈的案子在去年结案,全美相框订做业的领导厂商Albecca(以Larson-Jhul品牌经营)以及Fruit of the Loom纺织公司,全美约有1/3的男士及儿童内衣系由该公司制造,当然该公司还有销售其它服装,两家公司都由相当优秀的经理人领军,Albecca有Steve MaKenzie,而Fruit of the Loom则有John Holland,后者在1996年自该公司退休,三年前又回锅挽救该公司免于毁灭的命运,他今年70岁,现在我正努力说服他跟我同进退(目前我个人预定在死后5年再办理退休,并且有可能会根据情况予以延长)。
这样的信仰在P&R决定以1,500万美元从Jack Goldfarb手中买下联合内衣公司时获得了丰厚的回报,联合公司(虽然它只是被授权生产的厂商)当时专门生产Fruit of the Loom的内衣,该公司拥有500万美元的现金-其中250万美元被P&R用来并购用,另外每年约300万美元的税前盈余,将因P&R本身亏损部位而得到免税的利益,另外更棒的是在剩下的1,250万美元尾款当中,有整整900万美元是开出免付利息的票据,由联合公司日后年度盈余超过100万美元时计提半数支付,(真是令人怀念的往日时光,每当想起这类的交易就让我雀跃不已)。
后来,联合公司进一步买下Fruit of the Loom的商标权,同时跟着P&R并入西北工业,Fruit后来累计的税前盈利超过2亿美元。
John Holland是Fruit营运最辉煌时期的经营者,然而John却于1996年宣布退休,之后的管理当局竟大幅举债,其中部分的资金被用来并购一堆没有效益的公司,公司最后终于宣布破产,John后来又回锅走马上任,并对于营运进行大幅改造,在John回来之前,交货总是一团混乱、成本激增、与主要客户之间的关系日益恶化,而John在陆续解决这些问题之后,也开始裁减公司不当的冗员,将员工人数由40,000人减为23,000人,简言之,他又让Fruit of the Loom回复到原来的模样,只是外在的产业环境竞争却日益激烈。
尽管风险颇大,我们不时还是可以找到少数-非常少数能够引起我们兴趣的垃圾债券,而截至目前为止,总计个人50多年的垃圾债投资经验感觉还算不错,在1984年的年报中,我们曾提到当初投资经营发生状况的华盛顿公用电力系统公司债,而这些年来我们也陆续介入其它有问题的公司债,诸如克莱斯勒金融公司、德士古石油及RJR纳贝斯可饼干等,事后这些公司也都能重返光彩,然而如果我们一直积极投入垃圾债券市场的话,总有一天我们会发生损失,不过偶尔买进一些问题债也有可能让我们钓到大鱼,在Fruit of the Loom宣布破产的初期,我们以相当于面额50%的价格买进该公司的债券与银行债权,该公司的破产个案相当特殊,因为公司并未停止支付有担保债务的利息,这等于让我们一年得到大约15%的收益,目前我们持有Fruit of the Loom有担保债权的比例提高到10%,而且最后我们很有可能收回相当于面额70%的本金,经由这笔投资,我们等于间接降低了整个并购案的投资金额。
Ben Bridge珠宝公司是另外一件靠电话成交的个案,在这之前我们双方连面对面谈话都没有,Ed Bridge是Barnett Helzberg的好朋友,1995年我们向Barnett买下贺兹柏格珠宝,Ed跟他的侄子Jon共同经营这家位于西岸拥有65家分店的珠宝公司,在听到Bridge有意出售公司之后,Barnett立刻强烈建议Berkshire买进,于是Ed打电话向我说明公司营运的状况,同时送了一些报表资料过来,然后双方就此成交,这次一样是一半现金,一半股票。
盖可保险 (1-800-847-7536 or GEICO.com) 下表是用来显示盖可保险成长幅度的一张表,去年我很兴奋地向各位报告我们2000年在广告行销的大笔投入,并强调每一分钱都节节实实花在刀口上,事实证明我错了,我们额外投入的经费并没有为我们相对增加询问的电话,而且平均每通询问电话最后成交的比率几年来也首度下滑,这些不利的发展使得我们平均每张保单的取得成本大幅增加。
State Farm成立于1922年,由伊利诺州一位45岁半退休的农夫所创立,当初他是为了与纽约、费城与Hartfold长期垄断的傲慢保险业者对抗才成立State Farm的,相对于前者拥有资本、信誉与通路等强大优势,由于State Farm是合作社性质,所以他的董事与经理人不得拥有股份,因此在早期高成长时期,无法得到资本市场的资金挹注,同时他们也没有一般公司认为吸引优秀经理人赖以生存绝对必要的认股选择权或高额薪水。
Tom Nicely-GEICO公司的CEO,依然还是老板们梦寐以求的经营长才,他所作的一切都切中要点,当意外发生时,他从来不会像其它经理人一样将时间浪费在妄想逃避或扭曲事实上,2000年开始,他大举砍掉不具成本效益的广告,展望2001年若有必要他仍将继续维持相同的做法,(虽然我们依然会维持大量的媒体曝光率),若有需要,Tony绝对会大幅的调涨保费价格,他每天都盯着报表,永远不落于人后,想要从竞争对手那边扳回一城,我们绝对是Tony的好帮手。
去年在年报当中,我曾经形容我的家族自从1995年来买下四分之一的(也就是每年200小时)的霍克1000型飞机所有权的愉快经验,不久之后,我又再接再厉签约买下一架Cessna V Ultra型六分之一的所有权,现在每年我在EJA以及波仙珠宝的花费大概是我年薪的十倍,如此大家可以据此推算你可以负担的底限在哪里。
BERKSHIRE HATHAWAY INC. To the Shareholders of Berkshire Hathaway Inc.:
Our per-share book value increased 14.3% during 1993. Over the last 29 years (that is, since present management took over) book value has grown from $19 to $8,854, or at a rate of 23.3% compounded annually.
During the year, Berkshire’s net worth increased by $1.5 billion, a figure affected by two negative and two positive non-
operating items. For the sake of completeness, I’ll explain them here. If you aren’t thrilled by accounting, however, feel free to fast-forward through this discussion:
1. The first negative was produced by a change in Generally Accepted Accounting Principles (GAAP) having to do with the taxes we accrue against unrealized appreciation in the securities we carry at market value. The old rule said that the tax rate used should be the one in effect when the appreciation took place. Therefore, at the end of 1992, we were using a rate of 34% on the $6.4 billion of gains generated after 1986 and 28% on the $1.2 billion of gains generated before that. The new rule stipulates that the current tax rate should be applied to all gains. The rate in the first quarter of 1993, when this rule went into effect, was 34%. Applying that rate to our pre-1987 gains reduced net worth by $70 million.
2. The second negative, related to the first, came about because the corporate tax rate was raised in the third quarter of 1993 to 35%. This change required us to make an additional charge of 1% against all of our unrealized gains, and that charge penalized net worth by $75 million. Oddly, GAAP required both this charge and the one described above to be deducted from the earnings we report, even though the unrealized appreciation that gave rise to the charges was never included in earnings, but rather was credited directly to net worth.
3. Another 1993 change in GAAP affects the value at which we carry the securities that we own. In recent years, both the common stocks and certain common-equivalent securities held by our insurance companies have been valued at market, whereas equities held by our non-
insurance subsidiaries or by the parent company were carried at their aggregate cost or market, whichever was lower. Now GAAP says that all common stocks should be carried at market, a rule we began following in the fourth quarter of 1993. This change produced a gain in Berkshire’s reported net worth of about $172 million.
4. Finally, we issued some stock last year. In a transaction described in last year’s Annual Report, we issued 3,944 shares in early January, 1993 upon the conversion of $46 million convertible debentures that we had called for redemption. Additionally, we issued 25,203 shares when we acquired Dexter Shoe, a purchase discussed later in this report. The overall result was that our shares outstanding increased by 29,147 and our net worth by about $478 million. Per-share book value also grew, because the shares issued in these transactions carried a price above their book value.
Of course, it’s per-share intrinsic value, not book value, that counts. Book value is an accounting term that measures the capital, including retained earnings, that has been put into a business. Intrinsic value is a present-value estimate of the cash that can be taken out of a business during its remaining life. At most companies, the two values are unrelated. Berkshire, however, is an exception: Our book value, though significantly below our intrinsic value, serves as a useful device for tracking that key figure. In 1993, each measure grew by roughly 14%, advances that I would call satisfactory but unexciting.
These gains, however, were outstripped by a much larger gain – 39% – in Berkshire’s market price. Over time, of course, market price and intrinsic value will arrive at about the same destination. But in the short run the two often diverge in a major way, a phenomenon I’ve discussed in the past. Two years ago, Coca-Cola and Gillette, both large holdings of ours, enjoyed market price increases that dramatically outpaced their earnings gains. In the 1991 Annual Report, I said that the stocks of these companies could not continuously over perform their businesses.
From 1991 to 1993, Coke and Gillette increased their annual operating earnings per share by 38% and 37% respectively, but their market prices moved up only 11% and 6%. In other words, the companies over performed their stocks, a result that no doubt partly reflects Wall Street’s new apprehension about brand names. Whatever the reason, what will count over time is the earnings performance of these companies. If they prosper, Berkshire will also prosper, though not in a lock-step manner.
Let me add a lesson from history: Coke went public in 1919 at $40 per share. By the end of 1920 the market, coldly reevaluating Coke’s future prospects, had battered the stock down by more than 50%, to $19.50. At yearend 1993, that single share, with dividends reinvested, was worth more than $2.1 million. As Ben Graham said: “In the short-run, the market is a voting machine – reflecting a voter-registration test that requires only money, not intelligence or emotional stability – but in the long-
run, the market is a weighing machine.”
So how should Berkshire’s over-performance in the market last year be viewed? Clearly, Berkshire was selling at a higher percentage of intrinsic value at the end of 1993 than was the case at the beginning of the year. On the other hand, in a world of 6% or 7% long-term interest rates, Berkshire’s market price was not inappropriate if – and you should understand that this is a huge if – Charlie Munger, Berkshire’s Vice Chairman, and I can attain our long-standing goal of increasing Berkshire’s per-share intrinsic value at an average annual rate of 15%. We have not retreated from this goal. But we again emphasize, as we have for many years, that the growth in our capital base makes 15% an ever-more difficult target to hit.
What we have going for us is a growing collection of good-
sized operating businesses that possess economic characteristics ranging from good to terrific, run by managers whose performance ranges from terrific to terrific. You need have no worries about this group.
The capital-allocation work that Charlie and I do at the parent company, using the funds that our managers deliver to us, has a less certain outcome: It is not easy to find new businesses and managers comparable to those we have. Despite that difficulty, Charlie and I relish the search, and we are happy to report an important success in 1993.
Dexter Shoe
What we did last year was build on our 1991 purchase of H. H. Brown, a superbly-run manufacturer of work shoes, boots and other footwear. Brown has been a real winner: Though we had high hopes to begin with, these expectations have been considerably exceeded thanks to Frank Rooney, Jim Issler and the talented managers who work with them. Because of our confidence in Frank’s team, we next acquired Lowell Shoe, at the end of 1992. Lowell was a long-established manufacturer of women’s and nurses’ shoes, but its business needed some fixing. Again, results have surpassed our expectations. So we promptly jumped at the chance last year to acquire Dexter Shoe of Dexter, Maine, which manufactures popular-priced men’s and women’s shoes. Dexter, I can assure you, needs no fixing: It is one of the best-managed companies Charlie and I have seen in our business lifetimes.
Harold Alfond, who started working in a shoe factory at 25 cents an hour when he was 20, founded Dexter in 1956 with $10,000 of capital. He was joined in 1958 by Peter Lunder, his nephew. The two of them have since built a business that now produces over 7.5 million pairs of shoes annually, most of them made in Maine and the balance in Puerto Rico. As you probably know, the domestic shoe industry is generally thought to be unable to compete with imports from low-wage countries. But someone forgot to tell this to the ingenious managements of Dexter and H. H. Brown and to their skilled labor forces, which together make the U.S. plants of both companies highly competitive against all comers.
Dexter’s business includes 77 retail outlets, located primarily in the Northeast. The company is also a major manufacturer of golf shoes, producing about 15% of U.S. output. Its bread and butter, though, is the manufacture of traditional shoes for traditional retailers, a job at which it excels: Last year both Nordstrom and J.C. Penney bestowed special awards upon Dexter for its performance as a supplier during 1992.
Our 1993 results include Dexter only from our date of merger, November 7th. In 1994, we expect Berkshire’s shoe operations to have more than $550 million in sales, and we would not be surprised if the combined pre-tax earnings of these businesses topped $85 million. Five years ago we had no thought of getting into shoes. Now we have 7,200 employees in that industry, and I sing “There’s No Business Like Shoe Business” as I drive to work. So much for strategic plans.
At Berkshire, we have no view of the future that dictates what businesses or industries we will enter. Indeed, we think it’s usually poison for a corporate giant’s shareholders if it embarks upon new ventures pursuant to some grand vision. We prefer instead to focus on the economic characteristics of businesses that we wish to own and the personal characteristics of managers with whom we wish to associate – and then to hope we get lucky in finding the two in combination. At Dexter, we did.
* * * * * * * * * * * *
And now we pause for a short commercial: Though they owned a business jewel, we believe that Harold and Peter (who were not interested in cash) made a sound decision in exchanging their Dexter stock for shares of Berkshire. What they did, in effect, was trade a 100% interest in a single terrific business for a smaller interest in a large group of terrific businesses. They incurred no tax on this exchange and now own a security that can be easily used for charitable or personal gifts, or that can be converted to cash in amounts, and at times, of their own choosing. Should members of their families desire to, they can pursue varying financial paths without running into the complications that often arise when assets are concentrated in a private business.
For tax and other reasons, private companies also often find it difficult to diversify outside their industries. Berkshire, in contrast, can diversify with ease. So in shifting their ownership to Berkshire, Dexter’s shareholders solved a reinvestment problem. Moreover, though Harold and Peter now have non-controlling shares in Berkshire, rather than controlling shares in Dexter, they know they will be treated as partners and that we will follow owner-oriented practices. If they elect to retain their Berkshire shares, their investment result from the merger date forward will exactly parallel my own result. Since I have a huge percentage of my net worth committed for life to Berkshire shares – and since the company will issue me neither restricted shares nor stock options – my gain-loss equation will always match that of all other owners.
Additionally, Harold and Peter know that at Berkshire we can keep our promises: There will be no changes of control or culture at Berkshire for many decades to come. Finally, and of paramount importance, Harold and Peter can be sure that they will get to run their business – an activity they dearly love – exactly as they did before the merger. At Berkshire, we do not tell .400 hitters how to swing.
What made sense for Harold and Peter probably makes sense for a few other owners of large private businesses. So, if you have a business that might fit, let me hear from you. Our acquisition criteria are set forth in the appendix on page 22.
Sources of Reported Earnings
The table below shows the major sources of Berkshire’s reported earnings. In this presentation, amortization of Goodwill and other major purchase-price accounting adjustments are not charged against the specific businesses to which they apply, but are instead aggregated and shown separately. This procedure lets you view the earnings of our businesses as they would have been reported had we not purchased them. I’ve explained in past reports why this form of presentation seems to us to be more useful to investors and managers than one utilizing GAAP, which requires purchase-price adjustments to be made on a business-by-business basis. The total net earnings we show in the table are, of course, identical to the GAAP total in our audited financial statements.
(000s omitted) ——————————————
Berkshire’s Share of Net Earnings (after taxes and Pre-Tax Earnings minority interests) ———————- ——————
Total Earnings – All Entities .. $1,189,718 $ 550,617 $688,121 $407,285 * Includes Dexter’s earnings only from the date it was acquired, November 7, 1993.
**Excludes interest expense of Commercial and Consumer Finance businesses. In 1992 includes $22.5 million of premiums paid on the early redemption of debt.
A large amount of information about these businesses is given on pages 38-49, where you will also find our segment earnings reported on a GAAP basis. In addition, on pages 52-59, we have rearranged Berkshire’s financial data into four segments on a non-
GAAP basis, a presentation that corresponds to the way Charlie and I think about the company. Our intent is to supply you with the financial information that we would wish you to give us if our positions were reversed.
“Look-Through” Earnings
We’ve previously discussed look-through earnings, which we believe more accurately portray the earnings of Berkshire than does our GAAP result. As we calculate them, look-through earnings consist of: (1) the operating earnings reported in the previous section, plus; (2) the retained operating earnings of major investees that, under GAAP accounting, are not reflected in our profits, less; (3) an allowance for the tax that would be paid by Berkshire if these retained earnings of investees had instead been distributed to us. The “operating earnings” of which we speak here exclude capital gains, special accounting items and major restructuring charges.
Over time, our look-through earnings need to increase at about 15% annually if our intrinsic value is to grow at that rate. Last year, I explained that we had to increase these earnings to about $1.8 billion in the year 2000, were we to meet the 15% goal. Because we issued additional shares in 1993, the amount needed has risen to about $1.85 billion.
That is a tough goal, but one that we expect you to hold us to. In the past, we’ve criticized the managerial practice of shooting the arrow of performance and then painting the target, centering it on whatever point the arrow happened to hit. We will instead risk embarrassment by painting first and shooting later.
If we are to hit the bull’s-eye, we will need markets that allow the purchase of businesses and securities on sensible terms. Right now, markets are difficult, but they can – and will – change in unexpected ways and at unexpected times. In the meantime, we’ll try to resist the temptation to do something marginal simply because we are long on cash. There’s no use running if you’re on the wrong road.
The following table shows how we calculate look-through earnings, though I warn you that the figures are necessarily very rough. (The dividends paid to us by these investees have been included in the operating earnings itemized on page 8, mostly under “Insurance Group: Net Investment Income.”) Berkshire’s Share of Undistributed Berkshire’s Approximate Operating Earnings
Berkshire’s Major Investees Ownership at Yearend (in millions) ————————— ———————– ——————–
1993 1992 1993 1992
—— —— —— —— Capital Cities/ABC, Inc. ….. 13.0% 18.2% $ 83(2) $ 70
The Coca-Cola Company …….. 7.2% 7.1% 94 82
Federal Home Loan Mortgage Corp. 6.8%(1) 8.2%(1) 41(2) 29(2)
GEICO Corp. ……………… 48.4% 48.1% 76(3) 34(3)
General Dynamics Corp. ……. 13.9% 14.1% 25 11(2)
The Gillette Company ……… 10.9% 10.9% 44 38
Guinness PLC …………….. 1.9% 2.0% 8 7
The Washington Post Company .. 14.8% 14.6% 15 11
Wells Fargo & Company …….. 12.2% 11.5% 53(2) 16(2)
Berkshire’s share of undistributed earnings of major investees $439 $298
Hypothetical tax on these undistributed investee earnings(4) (61) (42)
Reported operating earnings of Berkshire 478 348 Total look-through earnings of Berkshire $856 $604 (1) Does not include shares allocable to the minority interest at Wesco
(2) Calculated on average ownership for the year
(3) Excludes realized capital gains, which have been both recurring and significant
(4) The tax rate used is 14%, which is the rate Berkshire pays on the dividends it receives
We have told you that we expect the undistributed, hypothetically-taxed earnings of our investees to produce at least equivalent gains in Berkshire’s intrinsic value. To date, we have far exceeded that expectation. For example, in 1986 we bought three million shares of Capital Cities/ABC for $172.50 per share and late last year sold one-third of that holding for $630 per share. After paying 35% capital gains taxes, we realized a $297 million profit from the sale. In contrast, during the eight years we held these shares, the retained earnings of Cap Cities attributable to them – hypothetically taxed at a lower 14% in accordance with our look-through method – were only $152 million. In other words, we paid a much larger tax bill than our look through presentations to you have assumed and nonetheless realized a gain that far exceeded the undistributed earnings allocable to these shares.
We expect such pleasant outcomes to recur often in the future and therefore believe our look-through earnings to be a conservative representation of Berkshire’s true economic earnings.
Taxes
As our Cap Cities sale emphasizes, Berkshire is a substantial payer of federal income taxes. In aggregate, we will pay 1993 federal income taxes of $390 million, about $200 million of that attributable to operating earnings and $190 million to realized capital gains. Furthermore, our share of the 1993 federal and foreign income taxes paid by our investees is well over $400 million, a figure you don’t see on our financial statements but that is nonetheless real. Directly and indirectly, Berkshire’s 1993 federal income tax payments will be about 1/2 of 1% of the total paid last year by all American corporations.
Speaking for our own shares, Charlie and I have absolutely no complaint about these taxes. We know we work in a market-based economy that rewards our efforts far more bountifully than it does the efforts of others whose output is of equal or greater benefit to society. Taxation should, and does, partially redress this inequity. But we still remain extraordinarily well-treated.
Berkshire and its shareholders, in combination, would pay a much smaller tax if Berkshire operated as a partnership or “S” corporation, two structures often used for business activities. For a variety of reasons, that’s not feasible for Berkshire to do. However, the penalty our corporate form imposes is mitigated – though far from eliminated – by our strategy of investing for the long term. Charlie and I would follow a buy-and-hold policy even if we ran a tax-exempt institution. We think it the soundest way to invest, and it also goes down the grain of our personalities. A third reason to favor this policy, however, is the fact that taxes are due only when gains are realized.
Through my favorite comic strip, Li’l Abner, I got a chance during my youth to see the benefits of delayed taxes, though I missed the lesson at the time. Making his readers feel superior, Li’l Abner bungled happily, but moronically, through life in Dogpatch. At one point he became infatuated with a New York temptress, Appassionatta Van Climax, but despaired of marrying her because he had only a single silver dollar and she was interested solely in millionaires. Dejected, Abner took his problem to Old Man Mose, the font of all knowledge in Dogpatch. Said the sage: Double your money 20 times and Appassionatta will be yours (1, 2, 4, 8 . . . . 1,048,576).
My last memory of the strip is Abner entering a roadhouse, dropping his dollar into a slot machine, and hitting a jackpot that spilled money all over the floor. Meticulously following Mose’s advice, Abner picked up two dollars and went off to find his next double. Whereupon I dumped Abner and began reading Ben Graham.
Mose clearly was overrated as a guru: Besides failing to anticipate Abner’s slavish obedience to instructions, he also forgot about taxes. Had Abner been subject, say, to the 35% federal tax rate that Berkshire pays, and had he managed one double annually, he would after 20 years only have accumulated $22,370. Indeed, had he kept on both getting his annual doubles and paying a 35% tax on each, he would have needed 7 1/2 years more to reach the $1 million required to win Appassionatta.
But what if Abner had instead put his dollar in a single investment and held it until it doubled the same 27 1/2 times? In that case, he would have realized about $200 million pre-tax or, after paying a $70 million tax in the final year, about $130 million after-tax. For that, Appassionatta would have crawled to Dogpatch. Of course, with 27 1/2 years having passed, how Appassionatta would have looked to a fellow sitting on $130 million is another question.
What this little tale tells us is that tax-paying investors will realize a far, far greater sum from a single investment that compounds internally at a given rate than from a succession of investments compounding at the same rate. But I suspect many Berkshire shareholders figured that out long ago.
Insurance Operations
At this point in the report we’ve customarily provided you with a table showing the annual “combined ratio” of the insurance industry for the preceding decade. This ratio compares total insurance costs (losses incurred plus expenses) to revenue from premiums. For many years, the ratio has been above 100, a level indicating an underwriting loss. That is, the industry has taken in less money each year from its policyholders than it has had to pay for operating expenses and for loss events that occurred during the year.
Offsetting this grim equation is a happier fact: Insurers get to hold on to their policyholders’ money for a time before paying it out. This happens because most policies require that premiums be prepaid and, more importantly, because it often takes time to resolve loss claims. Indeed, in the case of certain lines of insurance, such as product liability or professional malpractice, many years may elapse between the loss event and payment.
To oversimplify the matter somewhat, the total of the funds prepaid by policyholders and the funds earmarked for incurred-but-
not-yet-paid claims is called “the float.” In the past, the industry was able to suffer a combined ratio of 107 to 111 and still break even from its insurance writings because of the earnings derived from investing this float.
As interest rates have fallen, however, the value of float has substantially declined. Therefore, the data that we have provided in the past are no longer useful for year-to-year comparisons of industry profitability. A company writing at the same combined ratio now as in the 1980’s today has a far less attractive business than it did then.
Only by making an analysis that incorporates both underwriting results and the current risk-free earnings obtainable from float can one evaluate the true economics of the business that a property-casualty insurer writes. Of course, the actual investment results that an insurer achieves from the use of both float and stockholders’ funds is also of major importance and should be carefully examined when an investor is assessing managerial performance. But that should be a separate analysis from the one we are discussing here. The value of float funds – in effect, their transfer price as they move from the insurance operation to the investment operation – should be determined simply by the risk-
free, long-term rate of interest.
On the next page we show the numbers that count in an evaluation of Berkshire’s insurance business. We calculate our float – which we generate in exceptional amounts relative to our premium volume – by adding loss reserves, loss adjustment reserves and unearned premium reserves and then subtracting agent’s balances, prepaid acquisition costs and deferred charges applicable to assumed reinsurance. Our cost of float is determined by our underwriting loss or profit. In those years when we have had an underwriting profit, which includes 1993, our cost of float has been negative, and we have determined our insurance earnings by adding underwriting profit to float income.
(1) (2) Yearend Yield
Underwriting Approximate on Long-Term
Loss Average Float Cost of Funds Govt. Bonds ———— ————- ————— ————-
(In $ Millions) (Ratio of 1 to 2)
1967 profit $ 17.3 less than zero 5.50%
1968 profit 19.9 less than zero 5.90%
1969 profit 23.4 less than zero 6.79%
1970 $ 0.37 32.4 1.14% 6.25%
1971 profit 52.5 less than zero 5.81%
1972 profit 69.5 less than zero 5.82%
1973 profit 73.3 less than zero 7.27%
1974 7.36 79.1 9.30% 8.13%
1975 11.35 87.6 12.96% 8.03%
1976 profit 102.6 less than zero 7.30%
1977 profit 139.0 less than zero 7.97%
1978 profit 190.4 less than zero 8.93%
1979 profit 227.3 less than zero 10.08%
1980 profit 237.0 less than zero 11.94%
1981 profit 228.4 less than zero 13.61%
1982 21.56 220.6 9.77% 10.64%
1983 33.87 231.3 14.64% 11.84%
1984 48.06 253.2 18.98% 11.58%
1985 44.23 390.2 11.34% 9.34%
1986 55.84 797.5 7.00% 7.60%
1987 55.43 1,266.7 4.38% 8.95%
1988 11.08 1,497.7 0.74% 9.00%
1989 24.40 1,541.3 1.58% 7.97%
1990 26.65 1,637.3 1.63% 8.24%
1991 119.59 1,895.0 6.31% 7.40%
1992 108.96 2,290.4 4.76% 7.39%
1993 profit 2,624.7 less than zero 6.35%
As you can see, in our insurance operation last year we had the use of $2.6 billion at no cost; in fact we were paid $31 million, our underwriting profit, to hold these funds. This sounds good – is good – but is far from as good as it sounds.
We temper our enthusiasm because we write a large volume of “super-cat” policies (which other insurance and reinsurance companies buy to recover part of the losses they suffer from mega-
catastrophes) and because last year we had no losses of consequence from this activity. As that suggests, the truly catastrophic Midwestern floods of 1993 did not trigger super-cat losses, the reason being that very few flood policies are purchased from private insurers.
It would be fallacious, however, to conclude from this single-year result that the super-cat business is a wonderful one, or even a satisfactory one. A simple example will illustrate the fallacy: Suppose there is an event that occurs 25 times in every century. If you annually give 5-for-1 odds against its occurrence that year, you will have many more winning years than losers. Indeed, you may go a straight six, seven or more years without loss. You also will eventually go broke.
At Berkshire, we naturally believe we are obtaining adequate premiums and giving more like 3 1/2-for-1 odds. But there is no way for us – or anyone else – to calculate the true odds on super-cat coverages. In fact, it will take decades for us to find out whether our underwriting judgment has been sound.
What we do know is that when a loss comes, it’s likely to be a lulu. There may well be years when Berkshire will suffer losses from the super-cat business equal to three or four times what we earned from it in 1993. When Hurricane Andrew blew in 1992, we paid out about $125 million. Because we’ve since expanded our super-cat business, a similar storm today could cost us $600 million.
So far, we have been lucky in 1994. As I write this letter, we are estimating that our losses from the Los Angeles earthquake will be nominal. But if the quake had been a 7.5 instead of a 6.8, it would have been a different story.
Berkshire is ideally positioned to write super-cat policies. In Ajit Jain, we have by far the best manager in this business. Additionally, companies writing these policies need enormous capital, and our net worth is ten to twenty times larger than that of our main competitors. In most lines of insurance, huge resources aren’t that important: An insurer can diversify the risks it writes and, if necessary, can lay off risks to reduce concentration in its portfolio. That isn’t possible in the super-
cat business. So these competitors are forced into offering far smaller limits than those we can provide. Were they bolder, they would run the risk that a mega-catastrophe – or a confluence of smaller catastrophes – would wipe them out.
One indication of our premier strength and reputation is that each of the four largest reinsurance companies in the world buys very significant reinsurance coverage from Berkshire. Better than anyone else, these giants understand that the test of a reinsurer is its ability and willingness to pay losses under trying circumstances, not its readiness to accept premiums when things look rosy.
One caution: There has recently been a substantial increase in reinsurance capacity. Close to $5 billion of equity capital has been raised by reinsurers, almost all of them newly-formed entities. Naturally these new entrants are hungry to write business so that they can justify the projections they utilized in attracting capital. This new competition won’t affect our 1994 operations; we’re filled up there, primarily with business written in 1993. But we are now seeing signs of price deterioration. If this trend continues, we will resign ourselves to much-reduced volume, keeping ourselves available, though, for the large, sophisticated buyer who requires a super-cat insurer with large capacity and a sure ability to pay losses.
In other areas of our insurance business, our homestate operation, led by Rod Eldred; our workers’ compensation business, headed by Brad Kinstler; our credit-card operation, managed by the Kizer family; and National Indemnity’s traditional auto and general liability business, led by Don Wurster, all achieved excellent results. In combination, these four units produced a significant underwriting profit and substantial float.
All in all, we have a first-class insurance business. Though its results will be highly volatile, this operation possesses an intrinsic value that exceeds its book value by a large amount – larger, in fact, than is the case at any other Berkshire business.
Common Stock Investments
Below we list our common stockholdings having a value of over $250 million. A small portion of these investments belongs to subsidiaries of which Berkshire owns less than 100%.
12/31/93
Shares Company Cost Market
—— ——- ———- ———-
(000s omitted)
2,000,000 Capital Cities/ABC, Inc. …………. $ 345,000 $1,239,000
93,400,000 The Coca-Cola Company. …………… 1,023,920 4,167,975
13,654,600 Federal Home Loan Mortgage Corp. (“Freddie Mac”) ………………. 307,505 681,023
4,350,000 General Dynamics Corp. …………… 94,938 401,287
24,000,000 The Gillette Company …………….. 600,000 1,431,000
38,335,000 Guinness PLC ……………………. 333,019 270,822
1,727,765 The Washington Post Company. ……… 9,731 440,148
6,791,218 Wells Fargo & Company ……………. 423,680 878,614
Considering the similarity of this year’s list and the last, you may decide your management is hopelessly comatose. But we continue to think that it is usually foolish to part with an interest in a business that is both understandable and durably wonderful. Business interests of that kind are simply too hard to replace.
Interestingly, corporate managers have no trouble understanding that point when they are focusing on a business they operate: A parent company that owns a subsidiary with superb long-
term economics is not likely to sell that entity regardless of price. “Why,” the CEO would ask, “should I part with my crown jewel?” Yet that same CEO, when it comes to running his personal investment portfolio, will offhandedly – and even impetuously – move from business to business when presented with no more than superficial arguments by his broker for doing so. The worst of these is perhaps, “You can’t go broke taking a profit.” Can you imagine a CEO using this line to urge his board to sell a star subsidiary? In our view, what makes sense in business also makes sense in stocks: An investor should ordinarily hold a small piece of an outstanding business with the same tenacity that an owner would exhibit if he owned all of that business.
Earlier I mentioned the financial results that could have been achieved by investing $40 in The Coca-Cola Co. in 1919. In 1938, more than 50 years after the introduction of Coke, and long after the drink was firmly established as an American icon, Fortune did an excellent story on the company. In the second paragraph the writer reported: “Several times every year a weighty and serious investor looks long and with profound respect at Coca-Cola’s record, but comes regretfully to the conclusion that he is looking too late. The specters of saturation and competition rise before him.”
Yes, competition there was in 1938 and in 1993 as well. But it’s worth noting that in 1938 The Coca-Cola Co. sold 207 million cases of soft drinks (if its gallonage then is converted into the 192-ounce cases used for measurement today) and in 1993 it sold about 10.7 billion cases, a 50-fold increase in physical volume from a company that in 1938 was already dominant in its very major industry. Nor was the party over in 1938 for an investor: Though the $40 invested in 1919 in one share had (with dividends reinvested) turned into $3,277 by the end of 1938, a fresh $40 then invested in Coca-Cola stock would have grown to $25,000 by year end 1993.
I can’t resist one more quote from that 1938 Fortune story: “It would be hard to name any company comparable in size to Coca-
Cola and selling, as Coca-Cola does, an unchanged product that can point to a ten-year record anything like Coca-Cola’s.” In the 55 years that have since passed, Coke’s product line has broadened somewhat, but it’s remarkable how well that description still fits.
Charlie and I decided long ago that in an investment lifetime it’s just too hard to make hundreds of smart decisions. That judgment became ever more compelling as Berkshire’s capital mushroomed and the universe of investments that could significantly affect our results shrank dramatically. Therefore, we adopted a strategy that required our being smart – and not too smart at that – only a very few times. Indeed, we’ll now settle for one good idea a year. (Charlie says it’s my turn.)
The strategy we’ve adopted precludes our following standard diversification dogma. Many pundits would therefore say the strategy must be riskier than that employed by more conventional investors. We disagree. We believe that a policy of portfolio concentration may well decrease risk if it raises, as it should, both the intensity with which an investor thinks about a business and the comfort-level he must feel with its economic characteristics before buying into it. In stating this opinion, we define risk, using dictionary terms, as “the possibility of loss or injury.”
Academics, however, like to define investment “risk” differently, averring that it is the relative volatility of a stock or portfolio of stocks – that is, their volatility as compared to that of a large universe of stocks. Employing data bases and statistical skills, these academics compute with precision the “beta” of a stock – its relative volatility in the past – and then build arcane investment and capital-allocation theories around this calculation. In their hunger for a single statistic to measure risk, however, they forget a fundamental principle: It is better to be approximately right than precisely wrong.
For owners of a business – and that’s the way we think of shareholders – the academics’ definition of risk is far off the mark, so much so that it produces absurdities. For example, under beta-based theory, a stock that has dropped very sharply compared to the market – as had Washington Post when we bought it in 1973 – becomes “riskier” at the lower price than it was at the higher price. Would that description have then made any sense to someone who was offered the entire company at a vastly-reduced price?
In fact, the true investor welcomes volatility. Ben Graham explained why in Chapter 8 of The Intelligent Investor. There he introduced “Mr. Market,” an obliging fellow who shows up every day to either buy from you or sell to you, whichever you wish. The more manic-depressive this chap is, the greater the opportunities available to the investor. That’s true because a wildly fluctuating market means that irrationally low prices will periodically be attached to solid businesses. It is impossible to see how the availability of such prices can be thought of as increasing the hazards for an investor who is totally free to either ignore the market or exploit its folly.
In assessing risk, a beta purist will disdain examining what a company produces, what its competitors are doing, or how much borrowed money the business employs. He may even prefer not to know the company’s name. What he treasures is the price history of its stock. In contrast, we’ll happily forgo knowing the price history and instead will seek whatever information will further our understanding of the company’s business. After we buy a stock, consequently, we would not be disturbed if markets closed for a year or two. We don’t need a daily quote on our 100% position in See’s or H. H. Brown to validate our well-being. Why, then, should we need a quote on our 7% interest in Coke?
In our opinion, the real risk that an investor must assess is whether his aggregate after-tax receipts from an investment (including those he receives on sale) will, over his prospective holding period, give him at least as much purchasing power as he had to begin with, plus a modest rate of interest on that initial stake. Though this risk cannot be calculated with engineering precision, it can in some cases be judged with a degree of accuracy that is useful. The primary factors bearing upon this evaluation are:
1) The certainty with which the long-term economic characteristics of the business can be evaluated;
2) The certainty with which management can be evaluated, both as to its ability to realize the full potential of the business and to wisely employ its cash flows;
3) The certainty with which management can be counted on to channel the rewards from the business to the shareholders rather than to itself;
4) The purchase price of the business;
5) The levels of taxation and inflation that will be experienced and that will determine the degree by which an investor’s purchasing-power return is reduced from his gross return.
These factors will probably strike many analysts as unbearably fuzzy, since they cannot be extracted from a data base of any kind. But the difficulty of precisely quantifying these matters does not negate their importance nor is it insuperable. Just as Justice Stewart found it impossible to formulate a test for obscenity but nevertheless asserted, “I know it when I see it,” so also can investors – in an inexact but useful way – “see” the risks inherent in certain investments without reference to complex equations or price histories.
Is it really so difficult to conclude that Coca-Cola and Gillette possess far less business risk over the long term than, say, any computer company or retailer? Worldwide, Coke sells about 44% of all soft drinks, and Gillette has more than a 60% share (in value) of the blade market. Leaving aside chewing gum, in which Wrigley is dominant, I know of no other significant businesses in which the leading company has long enjoyed such global power.
Moreover, both Coke and Gillette have actually increased their worldwide shares of market in recent years. The might of their brand names, the attributes of their products, and the strength of their distribution systems give them an enormous competitive advantage, setting up a protective moat around their economic castles. The average company, in contrast, does battle daily without any such means of protection. As Peter Lynch says, stocks of companies selling commodity-like products should come with a warning label: “Competition may prove hazardous to human wealth.”
The competitive strengths of a Coke or Gillette are obvious to even the casual observer of business. Yet the beta of their stocks is similar to that of a great many run-of-the-mill companies who possess little or no competitive advantage. Should we conclude from this similarity that the competitive strength of Coke and Gillette gains them nothing when business risk is being measured? Or should we conclude that the risk in owning a piece of a company – its stock – is somehow divorced from the long-term risk inherent in its business operations? We believe neither conclusion makes sense and that equating beta with investment risk also makes no sense.
The theoretician bred on beta has no mechanism for differentiating the risk inherent in, say, a single-product toy company selling pet rocks or hula hoops from that of another toy company whose sole product is Monopoly or Barbie. But it’s quite possible for ordinary investors to make such distinctions if they have a reasonable understanding of consumer behavior and the factors that create long-term competitive strength or weakness. Obviously, every investor will make mistakes. But by confining himself to a relatively few, easy-to-understand cases, a reasonably intelligent, informed and diligent person can judge investment risks with a useful degree of accuracy.
In many industries, of course, Charlie and I can’t determine whether we are dealing with a “pet rock” or a “Barbie.” We couldn’t solve this problem, moreover, even if we were to spend years intensely studying those industries. Sometimes our own intellectual shortcomings would stand in the way of understanding, and in other cases the nature of the industry would be the roadblock. For example, a business that must deal with fast-moving technology is not going to lend itself to reliable evaluations of its long-term economics. Did we foresee thirty years ago what would transpire in the television-manufacturing or computer industries? Of course not. (Nor did most of the investors and corporate managers who enthusiastically entered those industries.) Why, then, should Charlie and I now think we can predict the future of other rapidly-evolving businesses? We’ll stick instead with the easy cases. Why search for a needle buried in a haystack when one is sitting in plain sight?
Of course, some investment strategies – for instance, our efforts in arbitrage over the years – require wide diversification. If significant risk exists in a single transaction, overall risk should be reduced by making that purchase one of many mutually-
independent commitments. Thus, you may consciously purchase a risky investment – one that indeed has a significant possibility of causing loss or injury – if you believe that your gain, weighted for probabilities, considerably exceeds your loss, comparably weighted, and if you can commit to a number of similar, but unrelated opportunities. Most venture capitalists employ this strategy. Should you choose to pursue this course, you should adopt the outlook of the casino that owns a roulette wheel, which will want to see lots of action because it is favored by probabilities, but will refuse to accept a single, huge bet.
Another situation requiring wide diversification occurs when an investor who does not understand the economics of specific businesses nevertheless believes it in his interest to be a long-
term owner of American industry. That investor should both own a large number of equities and space out his purchases. By periodically investing in an index fund, for example, the know-
nothing investor can actually out-perform most investment professionals. Paradoxically, when “dumb” money acknowledges its limitations, it ceases to be dumb.
On the other hand, if you are a know-something investor, able to understand business economics and to find five to ten sensibly-
priced companies that possess important long-term competitive advantages, conventional diversification makes no sense for you. It is apt simply to hurt your results and increase your risk. I cannot understand why an investor of that sort elects to put money into a business that is his 20th favorite rather than simply adding that money to his top choices – the businesses he understands best and that present the least risk, along with the greatest profit potential. In the words of the prophet Mae West: “Too much of a good thing can be wonderful.”
Corporate Governance
At our annual meetings, someone usually asks “What happens to this place if you get hit by a truck?” I’m glad they are still asking the question in this form. It won’t be too long before the query becomes: “What happens to this place if you don’t get hit by a truck?”
Such questions, in any event, raise a reason for me to discuss corporate governance, a hot topic during the past year. In general, I believe that directors have stiffened their spines recently and that shareholders are now being treated somewhat more like true owners than was the case not long ago. Commentators on corporate governance, however, seldom make any distinction among three fundamentally different manager/owner situations that exist in publicly-held companies. Though the legal responsibility of directors is identical throughout, their ability to effect change differs in each of the cases. Attention usually falls on the first case, because it prevails on the corporate scene. Since Berkshire falls into the second category, however, and will someday fall into the third, we will discuss all three variations.
The first, and by far most common, board situation is one in which a corporation has no controlling shareholder. In that case, I believe directors should behave as if there is a single absentee owner, whose long-term interest they should try to further in all proper ways. Unfortunately, “long-term” gives directors a lot of wiggle room. If they lack either integrity or the ability to think independently, directors can do great violence to shareholders while still claiming to be acting in their long-term interest. But assume the board is functioning well and must deal with a management that is mediocre or worse. Directors then have the responsibility for changing that management, just as an intelligent owner would do if he were present. And if able but greedy managers over-reach and try to dip too deeply into the shareholders’ pockets, directors must slap their hands.
In this plain-vanilla case, a director who sees something he doesn’t like should attempt to persuade the other directors of his views. If he is successful, the board will have the muscle to make the appropriate change. Suppose, though, that the unhappy director can’t get other directors to agree with him. He should then feel free to make his views known to the absentee owners. Directors seldom do that, of course. The temperament of many directors would in fact be incompatible with critical behavior of that sort. But I see nothing improper in such actions, assuming the issues are serious. Naturally, the complaining director can expect a vigorous rebuttal from the unpersuaded directors, a prospect that should discourage the dissenter from pursuing trivial or non-rational causes.
For the boards just discussed, I believe the directors ought to be relatively few in number – say, ten or less – and ought to come mostly from the outside. The outside board members should establish standards for the CEO’s performance and should also periodically meet, without his being present, to evaluate his performance against those standards.
The requisites for board membership should be business savvy, interest in the job, and owner-orientation. Too often, directors are selected simply because they are prominent or add diversity to the board. That practice is a mistake. Furthermore, mistakes in selecting directors are particularly serious because appointments are so hard to undo: The pleasant but vacuous director need never worry about job security.
The second case is that existing at Berkshire, where the controlling owner is also the manager. At some companies, this arrangement is facilitated by the existence of two classes of stock endowed with disproportionate voting power. In these situations, it’s obvious that the board does not act as an agent between owners and management and that the directors cannot effect change except through persuasion. Therefore, if the owner/manager is mediocre or worse – or is over-reaching – there is little a director can do about it except object. If the directors having no connections to the owner/manager make a unified argument, it may well have some effect. More likely it will not.
If change does not come, and the matter is sufficiently serious, the outside directors should resign. Their resignation will signal their doubts about management, and it will emphasize that no outsider is in a position to correct the owner/manager’s shortcomings.
The third governance case occurs when there is a controlling owner who is not involved in management. This case, examples of which are Hershey Foods and Dow Jones, puts the outside directors in a potentially useful position. If they become unhappy with either the competence or integrity of the manager, they can go directly to the owner (who may also be on the board) and report their dissatisfaction. This situation is ideal for an outside director, since he need make his case only to a single, presumably interested owner, who can forthwith effect change if the argument is persuasive. Even so, the dissatisfied director has only that single course of action. If he remains unsatisfied about a critical matter, he has no choice but to resign.
Logically, the third case should be the most effective in insuring first-class management. In the second case the owner is not going to fire himself, and in the first case, directors often find it very difficult to deal with mediocrity or mild over-
reaching. Unless the unhappy directors can win over a majority of the board – an awkward social and logistical task, particularly if management’s behavior is merely odious, not egregious – their hands are effectively tied. In practice, directors trapped in situations of this kind usually convince themselves that by staying around they can do at least some good. Meanwhile, management proceeds unfettered.
In the third case, the owner is neither judging himself nor burdened with the problem of garnering a majority. He can also insure that outside directors are selected who will bring useful qualities to the board. These directors, in turn, will know that the good advice they give will reach the right ears, rather than being stifled by a recalcitrant management. If the controlling owner is intelligent and self-confident, he will make decisions in respect to management that are meritocratic and pro-shareholder. Moreover – and this is critically important – he can readily correct any mistake he makes.
At Berkshire we operate in the second mode now and will for as long as I remain functional. My health, let me add, is excellent. For better or worse, you are likely to have me as an owner/manager for some time.
After my death, all of my stock will go to my wife, Susie, should she survive me, or to a foundation if she dies before I do. In neither case will taxes and bequests require the sale of consequential amounts of stock.
When my stock is transferred to either my wife or the foundation, Berkshire will enter the third governance mode, going forward with a vitally interested, but non-management, owner and with a management that must perform for that owner. In preparation for that time, Susie was elected to the board a few years ago, and in 1993 our son, Howard, joined the board. These family members will not be managers of the company in the future, but they will represent the controlling interest should anything happen to me. Most of our other directors are also significant owners of Berkshire stock, and each has a strong owner-orientation. All in all, we’re prepared for “the truck.”
Shareholder-Designated Contributions
About 97% of all eligible shares participated in Berkshire’s 1993 shareholder-designated contributions program. Contributions made through the program were $9.4 million and 3,110 charities were recipients.
Ralph Schey-史考特飞兹的总裁,也是另一位我希望他能够一直工作到99岁的经理人,在去年击出了满贯全垒打,总计去年创造出1.1亿美元的税前获利,更令人印象深刻的是史考特飞兹总计也不过用了1.16亿美元的资本,就缔造出这样惊人的盈余数字,而且这样的结果并没有靠任何的财务杠杆,整个公司只有少量的借款(扣除旗下的财务金融子公司所运用的借款不算)。
Ralph Schey还是继续发挥他的才能,为我们管理-世界百科全书、寇比吸尘器与史考特飞兹所组成的大集团,自从我们买下这些企业以来,他们的总盈余年年都成长,投资的报酬相当可观,Ralph所领导的企业集团真是够大,单单他旗下事业加总起来就足以名列财富五百强,而若以投资报酬的角度来看,大概可以让他排在前十名。
我们与所罗门CEO- John Gutfreund之间良好的关系,随着几年来的合作日益增进,但我们还是无法判断投资银行业的前景,不管是短期、中期或是长期皆然,这是一个难以预估未来获利程度的产业,我们仍然相信我们所拥有的转换权利会在其有效期间内,对我们产生相当大的贡献,然而这种特别股的价值主要还是来自于其固定收益,而不是股权特性之上。
负责买卖伯克希尔股份的是Henderson兄弟公司-交易所中一家老牌专家,它的前身William Thomas Henderson,是在1861年以500块美金买下一个交易所的席位(最近一个席位的成交价大约是62.5万美金),在所有54家交易公司当中,HBI共被分配到第二多的83种股票,我们很高兴伯克希尔能够被分配给HBI负责交易,到目前为止对于他们的服务感到相当满意,该公司负责人Jim Maguire亲自负责伯克希尔的交易,他是我们可以找到的最佳人选。
本公司去年企业价值成长的原因,主要系归功于旗下主要企业经理人杰出的表现,包含the Blumkins, Mike Goldberg, the Heldmans, Chuck Huggins, Stan Lipsey与 Ralph Schey等人,这些企业,除了保险业外,这几年来在没有耗费额外的资金的前提之下,还能稳定的提高公司的获利,这种成就塑造出我们所谓典型的经济价值或商誉,这虽然无法在公司的资产负债表上反映出来,但必须向各位报告,在1986年这种情况极为显著。
由Berkshire持有41%股权的GEICO(盖可)公司,在1986年表现相当突出,就整个产业而言,个人险种的承保表现一般来说不如商业险种,但以个人险种为主要业务的GEICO其综合比率却降低到96.9,同时保费收入亦成长了16%,另外该公司也持续买回自家公司的股份,总计一年下来流通在外的股份减少了5.5%,我们依投资比例所分得的保费收入已超过五亿美元,大约较三年前增加一倍,GEICO的帐是全世界保险公司中最好的,甚至比Berkshire本身都还要好,GEICO之所以能够成功的重要因素,在于该公司从头到脚彻底地精简营运成本,使得它把其它所有车险公司远远拋在脑后,该公司去年的费用损失占保费收入的比例只有23.5%,许多大公司的比例甚至比GEICO还要多出15%,即使是像Allstate 与 State Farm等车险直销业者成本也比GEICO高出许多。
致伯克希尔·哈撒韦公司的全体股东:
去年登记为波克夏的股东人数由1,900人增加到2,900人,主要是由于我们与Blue Chip的合并案,但也有一部份是因为自然增加的速度,就像几年前我们一举成长突破1,000大关一样。有了这么多新股东,有必要将有关经营者与所有者间关系方面的主要企业原则加以汇整说明:
尽管我们的组织登记为公司,但我们是以合伙的心态来经营(Although our form is corporate, our attitude is partnership.)查理芒格跟我视波克夏的股东为合伙人,而我们两个人则为执行合伙人(而也由于我们持有股份比例的关系,也算是具控制权的合伙人)我们并不把公司视为企业资产的最终拥有人,实际上公司只是股东拥有资产的一个媒介而已。
对应前述所有权人导向,我们所有的董事都是波克夏的大股东,五个董事中的四个,其家族财产有超过一半是波克夏持股,简言之,我们自给自足(We eat our own cooking) 。
我们长远的经济目标(附带后面所述的几个标准)是将每年平均每股内含价值的成长率极大化,我们不以波克夏规模来作为衡量公司的重要性或表现,由于资本大幅提高,我们确定每股价值的年增率一定会下滑,但至少不能低于一般美国大企业平均数。
我们最希望能透过直接拥有会产生现金且具有稳定的高资本报酬率的各类公司来达到上述目的,否则退而求其次,是由我们的保险子公司在公开市场买进类似公司的部份股权,购并对象的价格与机会,保险公司资金的需求会决定年度资金的配置。
由于这种取得企业所有权的双向手法,及传统会计原则的限制,合并报告盈余无法完全反映公司的实际经济状况,查理跟我同时身为公司股东与经营者,实际上并不太理会这些数字,然而我们依旧会向大家报告公司每个主要经营行业的获利状况,那些我们认为重要的,这些数字再加上我们会提供个别企业的其它信息将有助于你对它们下判断。
会计数字并不会影响我们经营或资金配置的决策,当购并成本接近时,我们宁愿去买依会计原则不列示在帐面的两块钱盈余,而非那种完全列示在帐面的一块钱盈余,这也是我们当要购买整家企业(盈余可完全列示)的价格要比购买部份股权(盈余不可列示)贵上一倍而常常所须面临的选择一样类似,但就长期而言,我们却可期望这些不可列示的盈余透过长期资本利得反映在公司帐面之上。
我们很少大幅举债,而当我们真得如此做时,我们倾向把它们定在长期固定利率的基础之上,我们宁愿避免资产负债表过度融资而放弃许多吸引人的投资机会,虽然如此保守的作法有时使我们的绩效打了点折扣,但考量到对保户、存款人、借款人与全体股东将大部份财产托付给我们的责任时,这也是惟一令我们感到安心的做法。
管理当局的心愿不会靠股东的花费来实现,我们不会因为要任意的多角化而随便买下整家公司却忽略了股东长期的经济利益,我们会把你的钱当作就好象在用自己的钱一般地谨慎,就宛如你直接透过股票市场分散买进股票具备一样的价值。
我们认为应该定期检验结果,我们测试的标准是衡量保留下来的每一块钱是否能发挥至少一块钱的市场价值,而到目前为止,尚能达到标准,我们会以每五年一个循环,而随着净值的成长,这项目标将愈来愈难达成。惟有在当收到跟付出一样多的经济价值时,我们才有考虑发行库藏股,这项原则适用于各种情况,不管是购并或公开市场收购,另外债务转股权、选择权与转换权都一样,我们绝不会违背股东权益的情况下,把公司的一部份卖掉(这正是发行新股背后代表的意义) 。
你必须完全明了有一种查理跟我可能会损及绩效表现的态度,那就是:不论价格高低,我们绝不会出售波克夏所拥有的好公司,只要我们预期它们能够产生一些现金流入,而我们也对该公司的经营阶层、劳资关系感到安心。我们希望不要重复犯下资金配置错误导致我们投入次级的产业,同时也对于那些只要投入大量资本支出便能改善获利状况的建议(预测通常很靓丽,支持的人也很诚恳,但到最后,额外的重大投资得到的结果就好象是在流沙上挣扎一般),尽管如此,打牌似的管理行为(每轮都把最好的牌丢出)并非我们行事风格,我们宁可整体的结果逊色一点也不愿意花大把银子处理它。
我们会以绝对真诚的态度对待大家,尤其是有关评估企业价值的各种利与弊方面。我们的原则是假设今天的位置对调时,我们希望你应该告知我们的所有事实,这是我们应该给你的,此外,由于波克夏是一家具有媒体事业的集团,我们责无旁贷地须以同样客观正确的标准要求自己,就像是我们要求新闻同仁一般,我们深信坦白对身为经营者的我们来说是有益的,因为一个在对外欺骗别人的人最后一定会把自己也给骗了。
但坦白的原则也有限度,那就是我们仅在法令规定范围内讨论我们在股票上的进出,就像一件好产品或商业购并案一样,好的投资机会不多所以珍贵,且很容易被盗用,所以通常我们不会详细说明投资细节,这甚至包括已经出售的部份(因为我们很有可能会在买回来)与传言我们要买进的,若我们否认相关报导但说: “不予置评”,有时反而会被认为已经证实。
终于结束教条式的说明,接下来进行到1983年的重点,购并Nebraska Furniture主要股权以及我们与Rose Blumkin一家的交往过程。
去年在提到许多经理人如何前扑后继追求一些愚蠢的购并案时,我们引用Pascal的话: “它使我想到所有的不幸皆归究于大家无法安静的待在一个房间内”,但今年我要说:
“Pascal也会为了Blumkin太太离开那个房间”大约67年前,当Blumkin太太23岁时,靠她一张嘴说服边界警卫逃离俄国来到美国,从未接受过正式教育(连小学也没有),也不懂英文,许多年后靠着她的女儿每晚教她复习白天在学校所学的每一个字,她学会了英文,而后在卖了许多年二手衣后,在1937年靠着省吃简用存下的500美金她实现梦想开了一家家具店,参酌当时全美最大家具交易中心-芝加哥American Furniture Mart,她将之命名为Nebraska Furniture Mart,尔后她遭遇到你所能预期的各种困难(也包括你想不到的),以500美金起家没有任何产品或地缘优势地去对抗资金雄厚、经营已久的同业竞争,在早期当她有限的资源损耗怠尽时,B太太(这个个人商标在大Omaha地区与可口可乐齐名)甚至把家中所有值钱的东西变卖一空以维持信誉。
Omaha的零售商在发现到B太太可以给顾客更低的价格时,便联手向家具及地毯工厂施压不要供货给B太太,但靠着各种不同的方法,她还是取得货源并大幅降价,甚至因而被告到法院违反公平交易法,但最后不但赢得所有官司更打开了知名度,其中有一个案件,在法庭中为了证明即使以现行市价打一个大折扣后,她仍有所获利,结果她卖了一条地毯给法官。
今天Nebraska Furniture 一家20万平方呎的店面,年销售额却高达一亿美金,全美没有任何一家零售家具店可以比得上,它所卖的家具、地毯与家电用品比Omaha所有其它业者加起来还多。
当我们在评断一家公司的企业价值时,我常常会问自己一个问题: “假设我有足够的资金与人才时,我愿不愿意和这家公司竞争”,我宁愿和大灰熊摔角也不愿和B太太家族竞争,他们采购有一套,经营费用低到其竞争对手想都想不到的程度,然后再将所省下的每一分钱回馈给客人,这是一家理想中的企业,建立在为客户创造价值并转化为对所有者的经济利益的基础上。
B太太凭借其高瞻远瞩与家族因素考量终于决定于去年出售公司给我们,我对这个家族与其事业已欣赏了数十年,所以整个交易很快便敲定,但B太太并没有马上回家休息如同她所说的失去斗志,相反的她仍持续担任公司的负责人,在每周七天都待在卖场,其中销售地毯更是她的擅长,一个人的业绩便足以打败所有其它零售业者。我们一共买下九成股权,剩下的一成由原有管理公司的家族成员拥有,另还预留一成的认购权给有潜力的年轻人。
遗传学家应好好研究Blumkin家族为何皆能成为优秀的经理人?Louie Blumkin- B太太的儿子担任Nebraska Furniture 的总经理已有好多年且被公认为最精明的家具与家电用品的最佳采购者,他说因为他有最好的老师,而B太太则说她有最优秀的学生,两者的说法完全正确,Louie 跟他三个儿子皆继承了Blumkin家族优秀的管理能力、勤奋工作与最重要的正直的人格特质,他们实在是不错的合伙人,很高兴能与他们一起合作。
1983年公司的净值由原来每股737美元增加成为975美元,约成长32%,但我们从未把单一年度的数字表现看得太认真,毕竟没有什么道理要把企业反映盈余的期间与地球绕行太阳公转的周期划上等号,反而我们建议至少以五年为一周期来评断企业整体的表现,若五年平均利得要比美国企业平均来得差时,便要开始注意了(就像Goethe所观察到的,到时要注意我们所提出的解释,万一要是失败了,解释的理由可能会有一大堆)
在现有经营阶层过去十九年的任期内,帐面价值由19美元增加成为975美元,约以22.6%年复合成长率成长,考量到我们现有的规模,未来可能无法支持这么高的成长率,不信的人最好选择去当业务员而非数学家。我们之所以选择帐面价值(虽然不是所有形况皆如此)是因为它是衡量内含价值成长(这是真正重要的)的一种保守但合理的替代方式,它的好处是很容易去计算且不牵涉主观去衡量内含价值,但仍需强调这两者事实上具有截然不同的意义。
帐面价值是会计名词,系记录资本与累积盈余的财务投入,内含价值则是经济名词,是估计未来现金流入的折现值,帐面价值能够告诉你已经投入的,内含价值则是预计你能从中所获得的。类似词能告诉你之间的不同,假设你花相同的钱供二个小孩读到大学,二个小孩的帐面价值即所花的学费是一样的,但未来所获得的回报(即内含价值)却不一而足,可能从零到所付出的好几倍,所以也有相同帐面价值的公司,却有截然不同的内含价值。
像波克夏在1965年会计年度刚开始由现有经营阶层接管时,其帐面价值为每股19美金,明显高于其实际的内含价值,所谓的帐面价值主要系以那些无法赚取合理报酬的纺织设备为主,就好比是将教育经费摆在不会读书的孩子身上一样。
但如今我们的内含价值早已大幅超越帐面价值,主要的原因有两点:
(1)标准会计原则要求我们保险子公司所持有的股票以市价记录于帐面上,但其它公司部份却以成本与市价孰低法计算,到1983年底为止,后者的市价超过帐面价值有税前七千万美金或税后五千万美金之多,超过的部份属于内含价值的一部份,但不包含在计算帐面价值之内。
(2)更重要的是,我们所拥有的几家企业具有庞大的经济商誉(事实上是包含在内含价值之内的)且远大于记载在帐上的商誉。
商誉不管是经济上或是会计上的,是一项神秘的课题,实在需要比现在所报告还要更多的时间解释,本报告书的附录有关商誉及其摊销、规定与现实,将解释为何经济上与会计上的商誉事实上通常是大不相同。
虽然不用了解商誉及其摊销,你一样可以过得很好,但对于研究投资的学生或经理人也好,却有必要了解其间些微的不同,我现在的想法与35年前课堂所教要重视实质的资产并规避那些主要倚靠经济商誉的公司的作法已有明显的转变,当初的偏见虽然使我投入较少但也犯了许多投资上的疏乎。
凯恩斯发现问题所在,困难的地方不在于要有新观念,而是如何摆脱旧有的窠臼,我的反应比较慢,一方面是由于教我的老师一直以来皆让我受益良多,但从商的经历,直接或间接地让我对拥有商誉而仅须运用少量实质资产的公司大有好感。
我建议那些对会计专有名词不会觉得感冒且对商誉的经济价值有兴趣的人读读附录,而不论你看不看附录,Charlie跟我一致认为波克夏拥有比帐面价值更高经济价值的商誉。
下表显示波克夏依照各个公司持股比例来列示帐面盈余的主要来源,而各个公司资本利得损失并不包含在内而是汇总于下表最后“已实现出售证券利得”一栏(我们认为单一年度的出售证券利得并无太大意义,但每年加总累计的数字却相当重要),至于商誉的摊销则以单一字段另行列示,虽然本表列示的方式与一般公认会计原则不尽相同但最后的损益数字却是一致的: 其中在1982年波克夏拥有Blue Chips Stamps 60%的股权,但到了1983年下半年这个比例增加到100%,而Blue Chips又拥有 Wesco 财务公司 80% 的股权,故波克夏间接拥有Wesco的股权亦由48%增加到80%。
有观Wesco旗下事业会在Charlie的报告中讨论,他在1983年底接替Louie Vincenti成为Wesco的董事长,Louie由于身体健康的关系以77岁年纪退休,有时健康因素只是借口,但以Louie这次情况确是事实,他实在是一位杰出的经理人。
GEICO的特别股利系由于该公司自我们及其它股东手中买回自家股票,经过买回后我们持有的股权比例仍维持不变,整个卖回股权的过程其实等于是发放股利一样,不像个人,由于企业收到股利的实际联邦税率6.9%较资本利得税率28%低得许多,故前者可让公司股东获得更多实质收益。而即使把前述特别股利加入计算,我们在1983年从GEICO所收到的现金股利还是远低于我们依比例所赚到的盈余,因此不论从会计或经济的角度来说,将这项额外收入计入盈余当中是再适当也不过了,但由于金额过于庞大因此我们必需特别加以说明。
前表告诉大家我们盈余的来源,包括那些不具控制权的股权投资所收到的现金股利,但却不包括那些未予分配的盈余,就长期而言,这些盈余终将反映在公司的股票市价之上,而波克夏的内含价值亦会跟随着增加,虽然我们的持股不一定表现一致,有时让我们失望,但有时却会让我们惊喜,到目前为止,情况比我们当初预期的还要好,总得来说,最后所产生的市场价值要比当初我们保留的每一块钱还要高。
下表显示在1983年底我们持有不具控制权的股权投资,所有的数字包含波克夏与80%Wesco的权益,剩下的20%已予以扣除:
依照目前持股情况与股利发放率(扣除去年GEICO发放特别股利的特例)我们预期在1984年将收到约三千九百万美金的现金股利,而保留未予发放的盈余估计将达到六千五百万,虽然这些盈余对公司短期的股价将不会有太大影响,但长期来说终将显现出来。
水牛城晚报
首先我要澄清一点,我们公司的名称是水牛城晚报公司,但所发行的报纸名称,自从一年多以前开始发行早报开始,却是水牛城新闻。
1983年公司约略超过原先设定10%的税后纯益率,主要有两项原因:(1)州的所得税因前期亏损扣抵而变得很少(2)每吨新闻印刷成本突然降低(不过隔年情况可能完全相反)
虽然水牛城新闻的获利情况在一般新闻来说表现平平,但若考量到水牛城当地的经济与销售环境,这种表现却是不凡,由于重工业聚集,故最近的不景气确使当地的一部份经济活动受到重创,且复苏缓慢,一般民众大受其害,当地的报纸也无法幸免,发行量大幅滑落,许多业者被迫删减版面作为因应,在这种窘况下,水牛城新闻却拥有一项利器-大众对其的接受程度,即渗透率(指每天每个社区家庭购买该报的比率),我们的比率相当高,以1983年九月止的前半年,水牛城新闻高居全美一百份最大报纸的第一位(这项排名系由流通量调查局依照城市邮政编码所编撰) 。
在解释所谓的排名之前,有一点必须要说明的是有许多大城市同时发行两份报纸,则其渗透率一定会比只发行一份的城市,如水牛城还低得许多,尽管如此,仍有许多名列一百大者拥有单一城市,而水牛城不但名列前茅,更远胜于许多全国赫赫有名的日报。
此外在周日版部份,水牛城的渗透率更挤进前三名,比某些大报还高上一到二十个百分点,而这并不是一开始就如此的,下表列示该报在1977前几年与现在发行量的比较,在水牛城所发行的周日报原来是Couier-express(当时水牛城日报还未发行周日报)而现在当然是水牛城日报了:
我们认为一份报纸的渗透率是该事业强弱的一项重要指针,广告主而言若一家报纸能在某一地区拥有极高渗透率的话,便能发挥极高的经济效益,相对的若渗透率很低则无法吸引太多的广告主。
而我们认为有三个原因使得水牛城日报广为当地民众所接受,其中第二与第三亦能解释为何水牛城周日报会比当时同时发行的Couier-express更受欢迎的原因:
(1)第一点与水牛城日报本身无关,水牛城居民的流动率相对较低,稳定的居民对于当地社区事务抱持着更多的关心,也因此对当地地区性报纸的在地新闻更感兴趣。
(2)该报长期由传奇人物Alfred Kirchhofer领导,以编辑品质与公正客观性著称,并由Murray Light继承并保存之,这对于我们能够成功战胜Courier-express的激烈竞争极为重要,若没有周日报,水牛城日报可能无法存活至今。
(3) 水牛城日报就如其名一般,它刊载大量的新闻,在1983年我们的新闻版面(News Hole)即真正的新闻而非广告,约占超过一半(不包括夹报的部份) ,就我们所知在所有主宰当地地区的大报之中,只有一家的比例是超越我们的,虽然没有具体明确的数字,但一般估计的平均比例约为三十几,换言之,我们提供的新闻份量比其它同业还要多上25%,事实上丰富的新闻内容是经过精心安排的,有些出版业者为了提高获利,大幅删减新闻版面,但我们却不愿如此做并坚持至今,而我们相信只要好好地撰写与编辑提供丰富的新闻内容,将是对读者最大的服务,而读者对我们刊物的珍视也将转化成极高的渗透率。
尽管水牛城日报本身极具竞争力,但是ROP (报纸版面上的广告与夹报的广告量的比)却很难有再增加的空间,虽然我们在1983年有大幅成长,广告则数由九百多万增加为一千六百多万,营收则由360万成长至810万美元,增加幅度与全美其它地区差异不大,但以我们的Case来说考量到Courier-express同时关闭则视嫌高估。
平心而论,若广告由报纸版面移到夹报对我们来说有负面的经济影响,夹报的利润较低,且受限于其它相同传递方式的竞争,更甚者ROP则数的减少连带使的新闻版面亦跟着减少(因为新闻版面须维持一定比例) ,进而减少对读者的实用性。
Stan Lipsey在年中接替Henry Urban成为水牛城日报的发行人,Henry在日报因发行周日版而面对诉颂与损失的灰暗时期从未退缩,当时这项决定受到许多当地新闻同业质疑,但Henry仍受到水牛城日报所有员工,也包含我与 Charlie的敬重,Stan跟Henry从1969年起便为波克夏工作,它对于水牛城日报从编辑到发行的大小事务亲身参与,他的表现无与伦比。
喜斯糖果的经营表现依旧亮丽,它拥有可贵而稳固的客户基础与管理阶层,近年来喜斯遇到两个重大的难题,所幸其中至少有一个已找到解决的方法,这问题与成本有关,不过不是指原料成本,虽然我们跟竞争同业比原料成本较高,而若这种情况相反的会我们反而会不高兴,事实上原料成本是我们较无法控制的,因为不管价格如何变化,我们所使用皆属最上等的原料,我们视产品品质为最重要的一点。
但在其它成本却是我们所可以控制的,不过问题却出在这身上,我们的成本(以每磅为基本单位,但不包括原料成本)增加的速度远高于一般物价水准,若要扭转现在的竞争劣势与获利危机,降低成本绝对有其必要性,所幸最近几个月,成本已受到有效控制,相信1984年的成本增加率将会低于通货膨胀,这自信源自于我们与Chuck多年来共事的经验,打从我们买下喜斯以来便由他负责,而他的表现就如同下表一样有目共睹:
我们面临的另一个问题,如上表中可看到的是我们在实际售出的糖果磅数停滞不前,事实上这是这个行业普遍遇到的困难,只是过去我们的表现明显优于同业,不过现在却一样惨。过去四年来我们平均每家分店卖出的糖果数事实上无多大变化,尽管分店数有所增加(而销售费用有同样增加),当然营业额因我们大幅调涨售价而增加许多,但我们认为衡量一家店经营绩效的标准在于每家分店卖出糖果磅数而非销售额,1983年平均一家店的销售量减少了0.8%,不过这已是1979年来较好的表现了,累计的降幅约达8%,集体订购量(约占整体销售的25%)在经过1970年代成长高峰后已停滞不前。
我们不确定分店与集体订购的销售量无法增加主要是受到我们的订价策略还是景气萧条或是我们的市场占有率太高的影响,不过1984年我们调涨的幅度较以往几年温和,希望明年跟各位报告的销售量能因此增加,不过我们却无任何依据能保证这种情况一定发生。
除了销量的问题,喜斯具有多项且重要的竞争优势,在我们主要的销售地区-西部,我们的糖果为消费者所偏爱,他们甚至愿意用多花二三倍的价钱来享受(糖果就如同股票一样,价格与价值乃有所不同,价格是指你所付出的,而价值却是指你所得到的) ,我们全美直营店服务的品质跟我们的产品一样好,亲切贴心的服务人员就跟包装上的商标一样,以一家雇用二千名季节性员工的企业来说,可是不容易办到的,这都要归功于Chuck与所有同仁的努力。而由于我们在1984年仅微幅调整价格,所以预期明年度的获利只与今年相当。
我们本身除了经营保险业外,还在这项产业有庞大的投资,而这些由本人作决策的事业,其经营成果显而易见的很惨,所幸那些不受本人控制的部份,如GEICO表现杰出,才避免整个集团经营亮起红灯,没错你心里想的完全正确,几年前我犯下的错误如今已找上门来了。
整个产业如下表所示,已低迷了好几个年头:
资料明白显示出目前整个产业,包括股市、共同基金与互助会所面临的惨况,Combined Ratio代表所有的保险成本(发生的理赔损失加上费用)占保费收入的比重,一百以下表示有承销利益,反之则发生亏损如同去年我们所揭示的原因,我们认为1983年的惨况仍将持续好几个年头,不过并不表示情况不会好转,事实上一定会,只是要未来几年的平均Combined Ratio明显低于前几年的水准将不太可能,基于对通货膨胀的预期,除非保费收入每年以超过10%成长,否则损失比率将很难压到比现在的水准还低。
我们自己的Combined Ratio是121,由于最近Mike Goldberg已接手负责保险事业的经营,所以这个烫手山竽交给他来解决,要比本人亲自处理要来得好得多了,然而不幸的是,保险这行业前置期很长,虽然企业政策与人员可随时改进,但其效果却须要相当长的一段时间才能显现,(事实上我们就靠这点在投资GEICO上,赚了很多钱,我们可以在公司营运效益真正显现之前,先一步预期) ,所以目前的窘境事实上是我两三年前直接负责营运时所捅下的偻子。所以尽管整体表现不佳,但其中仍有几位经理人表现杰出,Roland所领导的National Indemnity在同业对手一片惨淡时,一支独秀,而Tom在Colorado展露头角,我们可说是挖到宝了。
近来我们在再保险领域的表现极为活跃,而事实上我们希望能够再更活跃一些,在这行投保者相当注重承保者长期的债信以确保其对之多年后的承诺得以实现,这一点波克夏所提供坚实的财务实力使我们成为客户倚赖的首选。这行生意的来源主要是终身赔偿(Structured Settlement)即损害请求者每月定期领取赔偿费直到终身而非一次给付,这对请求者来说可享受税赋上的优惠,也可避免一下子把赔偿款花得精光,通常这些被害人皆严重伤残,所以分次给付可确保其往后数十年的衣食无虞,而关于这点我们自认为可提供无与伦比的保障,没有其它再保业者,即使其资产再雄厚,有比我们更坚强的财务实力。
我们也想过或许靠着本身坚强的财务实力,可承受有意愿移转其损失赔偿准备的公司,在这类个案中,保险公司一次付给我们一大笔钱,以承担未来所有(或一大部份)须面临的损害赔偿,当然相对的受托人要让委托人对其未来年度的财务实力有信心,在这一点上我们的竞争力明显优于同业。
前述两项业务对我们而言极具潜力,且因为它们的规模与预计可产生的投资利益大到让我们特别将其承销成绩,包括Combined Ratio 另行列示,这两项业务皆由National Indemnity的Don 负责。
GEICO在1983年的表现之好,其程度跟我们自己掌管的保险事业差劲的程度一样,跟同业平均水准111相比,GEICO在加计预估分配给保户的股利后的数字为96,在这之前我从不认为它能够表现的如此之好,这都要归功于优异的企业策略与经营阶层。
Jack与Bill在承销部们一贯维持着良好的纪律(其中包含最重要的适当地损失准备提列)而他们的努力从新事业的开展有成获得了回报,加上投资部门的Lou Simpson,这三个人组成了保险业的梦幻队伍。
我们拥有GEICO大约三分之一的股权,依比例约拥有二亿七千万的保费收入量,约比我们本身所有的还多80%,所以可以这么说我们拥有的是全美最优质的保险业务,但这并不代表我们就不需改进自有的保险业务。
有人常问为什么波克夏不分割它的股票,而这个问题通常是建立在这个动作将会对股东有利的假设基础之上,不过我们并不认同这点,让我告诉你为什么。
我们有一个目标是希望波克夏的股价能与其本身拥有的内含价值成正相关(请注意是合理的正相关而非完全一致,因为如果一般绩优公司的股价远低于其真正价值的话,波克夏也很难免除在外) ,而一个公司要维持合理的股价跟其所背后的股东有很大关系,若公司的股东与潜在的买家主要都是基于非理性或情绪性的投资该公司股票,则公司股票便会不时出现很离谱的价格,躁郁的人格会导致躁郁的价格,这种性格甚至有助于我们买卖其它公司的股票,但我们尽量避免这种情况跟波克夏沾上边将会对身为股东的你我有利。
很难确保公司股东皆维持高水平,A太太可依自己喜好选择其个人的四百文件投资组合,任何人都可买任何股票,没有任何公司可依智力、情绪稳定度、道德感或衣着品味来筛选股东,所以股东优生学基本上是一项不可能的任务。
但大致而言,我们觉得可透过不断地沟通公司经营哲学以吸引并维持优质的股东群,以达到自我筛选的目的。例如一场标榜为歌剧的音乐会,跟另一场以摇滚乐为号召的演唱会,铁定会吸引不同的观众群来欣赏,虽然任何人皆可自由买票进场。相同地透过不断地宣传与沟通,我们希望能够吸引到认同我们经营理念与期望的股东(一样重要的是说服那些不认同的远离我们)我们希望那些倾向长期投资且把公司当成是自己事业一样看待的股东加入我们,大家重视的是公司的经营成果而非短期的股价波动。
具有这项特质的投资人属于极少数,但我们却拥有不少,我相信大概有90%(甚至可能超过95%)的股东已投资波克夏或Blue Chips达五年以上,另外95%的股东,其持有的波克夏股票价值比起其本身第二大持股超过两倍以上,在股东上千人,市值超过十亿的公司中,我敢保证波克夏的股东与经营者的想法是最能契合的,我们很难再将我们股东的素质再加以提升。
如果我们将公司的股票分割,同时采行一些注重公司股价而非企业价值的动作,我们吸引到的新进股东其素质可能要比离开的股东差得多,当波克夏的股价为1,300元时,很少有人负担得起,对于买得起一股的人来说,将股票分割为一百股对他来说并无任何影响,而那些认为有差别且真的因为我们股票分割而买进的人肯定会将我们现有的股东水准往下拉(难到我们牺牲到那些原有思想透彻换来一堆认为九张十元钞要比一张百元钞好的蛋头真得能够提升整个股东团队的素质吗?)人们若非基于价值而买进股票早晚也会基于相同原因卖掉股票,他们的加入只会使公司的股价偏离价值面而作不合理的波动。所以我们尽量避免那些会招来短期投机客的举动,而采取那些会吸引长线价值型投资者的政策,就像你在布满这类型投资者的股票市场中买进波克夏的股票,你也可以在相同的市场中卖出,我们尽量维持这种理想的状态。
股票市场上讽刺的一点是太过于重视变动性,经纪商称之为流动性与变现性,对那些高周转率的公司大加赞扬(那些无法让你口袋麦可麦可的人,一定会让你的耳朵不得闲)但投资人必须有所认知,那就是凡事对庄家有利的一定对赌客不利,而过热的股市跟赌场没有两样。假设一家公司的股东权益报酬率为12%,而其股票年周转率为百分之百,又若买卖股票须抽1%的手续费(低价股的费率可能还更高)而公司股票以帐面净值进行交易,这样算下来光是每年股权移转的交易成本便占去净值的百分之二,且对公司的获利一点帮助都没有,(这还不包括选择权交易,后者将会使这项磨擦成本更上一层楼)玩这种大风吹的游戏实在是有点划不来,若是政府突然宣布调高企业或个人所得税16%时,相信大家一定都会跳起来,但过度重视变动性的结果便是要付出这样的代价。
过去在每天交易量约一亿股的年代(以今日的水准算是相当低的了) ,对所有权人来说是绝对是祸不是福,因为那代表大家要付出二倍于五千万股交易量的成本,又假设每买卖一股的交易成本为十五分钱,则一年累积下来约要花费75亿美金的代价,这相当于爱克森石油、通用动力、通用汽车与太古石油这四家全美最大企业的年度盈余加总,这些公司以1982年底计有750亿美元净值,约占财富杂志五百大企业净值与获利的12%,换句话说投资人只因为手痒而将手中股票换来换去的代价等于是耗去这些大企业辛苦一年的所得,若再加计约20亿投资管理费的话,更相当于全美前五大金融机构(花旗、美国银行、大通银行、汉华银行与摩根银行)获利的总和,这昂贵的游戏只是用来决定谁能吃这块饼,但没有一点办法让饼变得更大。(我知道有一种论点说这过程能使资金作更有效的配置,但我们却怀疑其可信度,相反的过热的股市反而妨碍的资金合理的配置,反而使饼变得更小。亚当史密斯说:自由市场中有一只看不见的大手能导引经济社会使其利益极大化,我们的看法是-赌场般的股市与神经质的投资行为仿佛是一只看不见的大脚碍手碍脚地拖累了经济社会向前发展。
与那些过热的股票相比,波克夏目前的买卖价差约为30点,或大约2% ,依据交易量大小的不同,买卖双方所需支付的成本约略从4%(只买卖几股)递减至1 1/2 %(若量大的话可以议价方式降低差价与手续费),而波克夏的股票交易单量通常较大,故平均成本不超过2%。同时波克夏股票的周转率(扣除盘商间交易与亲属赠与)每年约仅3%,也就是说总的而言,波克夏股东每年所付出的交易成本约占其市值的万分之六,粗估约为90万美金(这笔金额不少,但远低于市场平均) ,股票分割会增加交易成本,降低股东素质并鼓励公司股价与其内含价值悖离,我们想不到有任何一点好处。
去年这时我登了一小段广告寻求可能的购并对象,在我们的新闻事业我们告诉广告主重复刊登便会有结果(事实上是如此),所以今年我再复述一次我们购并的标准: 我们对具以下条件的公司有兴趣:
(1)巨额交易(每年税后盈余至少有五百万美元)
(2)持续稳定获利(我们对有远景或具转机的公司没兴趣)
(3)高股东报酬率(并甚少举债)
(4)具备管理阶层(我们无法提供)
(5)简单的企业(若牵涉到太多高科技,我们弄不懂)
(6)合理的价格(在价格不确定前,我们不希望浪费自己与对方太多时间)
我们不会进行敌意购并,并承诺完全保密并尽快答复是否感兴趣(通常不超过五分钟) ,我们倾向现金交易,除非我们所换得的内含价值跟我们付出的一样多,否则不考虑发行股份。我们欢迎可能的卖方与那些过去与我们合作过的对象打听,对于那些好的公司与好的经营阶层,我们可以提供一个好的归属。
今年的股东指定捐赠计划约有96.4%的有效票参与,总计在1984年初(帐列1983年)捐出的款项分配给1,353家慈善机构,共计约三百万美元,虽然股东回复占股权的比率颇高,但占股东总数的比率却不甚理想,主要的原因可能是新购并进来的股东人数较多且不熟悉本计划的内容,我们建议新股东赶快阅读相关信息,若你也想参加的话,我们强烈建议你赶快把股份从经纪人那儿改登记于自己的名下。
Blue Chips与波克夏的合并案顺利完成,仅有低于0.1%的股东表示反对,也没有人要求再评估,在1983年我们因而获得了一些租税上的优惠,我们预期往后几年能够再获得一些,此外整个合并案有个小插曲,相较于1965年现有经营阶层接手时的1,137,778股,波克夏现今有1,146,909股流通在外,若你当初持有1%的股权约等于现在的0.99%股权,不过波克夏的资产已从过去单纯的纺织机器设备厂房,增加为拥有新闻、糖果、家具与保险事业,外加13亿美金的有价证券。
Appendix
BERKSHIRE HATHAWAY INC.
Goodwill and its Amortization: The Rules and The Realities
商誉及其摊销:规则与现实
When a business is purchased, accounting principles require that the purchase price first be assigned to the fair value of the identifiable assets that are acquired. Frequently the sum of the fair values put on the assets (after the deduction of liabilities) is less than the total purchase price of the business. In that case, the difference is assigned to an asset account entitled “excess of cost over equity in net assets acquired”. To avoid constant repetition of this mouthful, we will substitute “Goodwill”
当一个公司被并购时,会计准则要求并购价格首先分配给所并购的可确认资产的公允价值。资产的公允价值总和(经过扣除负债后)经常是少于公司的并购总价格。在这种情况,这两者的差异就被分配到一个资产帐户,称为“超出并购的净资产权益的额外成本”。为了避免不断的重复这一很长的说法,我们将用“商誉”来替代之。
Accounting Goodwill arising from businesses purchased before November 1970 has a special standing. Except under rare circumstances, it can remain an asset on the balance sheet as long as the business bought is retained. That means no amortization charges to gradually extinguish that asset need be made against earnings.
在1970年11月前购买公司所产生的商誉有不同的处理。除非在极少的情况下,只要仍然持有所购买的公司,商誉就可以存在于资产负债表上。这意味着不需针对盈利核算摊销费用而逐渐削减这项资产。
The case is different, however, with purchases made from November 1970 on. When these create Goodwill, it must be amortized over not more than 40 years through charges – of equal amount in every year –to the earnings account. Since 40 years is the maximum period allowed, 40 years is what managements (including us) usually elect. This annual charge to earnings is not allowed as a tax deduction and, thus, has an effect on after-tax income that is roughly double that of most other expenses.
但是1970年以后的并购就不同了。当并购产生商誉,这些商誉必须在不超过40年的时间里进行摊销。每年以相等的摊销费用减少利润帐户。由于40年是所允许的最长时间,这也是管理层(包括我们自己)通常选用的。这项减少利润的年度费用不允许被用来抵扣税,所以具有一般费用大约两倍的税后收入影响。
That’show accounting Goodwill works. To see how it differs from economic reality, let’s look at an example close at hand. We’ll round some figures, and greatly oversimplify, to make the example easier to follow. We’ll also mention some implications for investors and managers.
这就是会计商誉的做法。为了揭示这与经济商誉实际情况的不同,让我们看一个手头的例子。我们将近似一些数字,并极大的简化,以让这个例子容易理解。我们还将提及一些对投资者和经理人的影响。
Blue Chip Stamps bought See’s early in 1972 for $25 million, at which time See’s had about $8 million of net tangible assets. (Throughout this discussion, accounts receivable will be classified as tangible assets, a definition proper for business analysis.) This level of tangible assets was adequate to conduct the business without use of debt, except for short periods seasonally. See’s was earning about$2 million after tax at the time, and such earnings seemed conservatively representative of future earning power in constant 1972 dollars.
Blue Chip Stamps于1972年初以2500万美元购买了喜诗糖果。当时,喜诗有大约8百万的净有形资产。(在整个讨论中,应收帐款将被归于有形资产,这个定义对商业分析是适合的。)这个水平的有形资产,除了季节性的短时期,当时足够不用债务而运营业务。喜诗当时的税后盈利是2百万美元,这似乎保守的代表了以1972年美元计的未来盈利能力。
【TERRY:商誉=2500-800=1700万美元】
Thus our first lesson: businesses logically are worth far more than net tangible assets when they can be expected to produce earnings on such assets considerably in excess of market rates of return. The capitalized value of this excess return is economic Goodwill.
因此,我们学到的第一课:当净有形资产能产生远超过市场水平的回报率时,公司价值从逻辑上讲,远超过净有形资产。这一超出市场回报的价值被资本化就变成了经济商誉。
In 1972 (and now) relatively few businesses could be expected to consistently earn the 25% after tax on net tangible assets that was earned by See’s – doing it, furthermore, with conservative accounting and no financial leverage. It was not the fair market value of the inventories, receivables or fixed assets that produced the premium rates of return. Rather it was a combination of intangible assets, particularly a pervasive favorable reputation with consumers based upon countless pleasant experiences they have had with both product and personnel.
在1972年(和现在)相对来说只有很少的公司能像喜诗那样稳定的获得25%的税后净有形资产回报率。而且这种回报率还是建立在保守的会计方式和没有财务杠杆的情况下。并不是库存,应收款,或者固定资产的公允市场价值,产生了这种非凡的回报率。正好相反,是无形资产的组合,尤其是在消费者中良好的声誉产生了这一切。这种良好的声誉是建立在消费者对其产品以及公司员工无数愉快的体验之上。
Such a reputation creates a consumer franchise that allows the value of the product to the purchaser, rather than its production cost, to be the major determinant of selling price. Consumer franchises are a prime source of economic Goodwill. Other sources include governmental franchises not subject to profit regulation, such as television stations, and an enduring position as the low cost producer in an industry.
这种声誉创造出了一个消费者特许经营权,这允许产品对购买者的价值,而不是产品的生产成本,成为了定价的主要决定性因素。消费者特许经营权是经济商誉的主要来源。其他的来源包括无盈利管制的政府特许经营权,如电视台,在一个行业的低成本生产者的持久地位。
Let’s return to the accounting in the See’s example. Blue Chip’s purchase of See’s at $17 million over net tangible assets required that a Goodwill account of this amount be established as an asset on Blue Chip’s books and that $425,000 be charged to income annually for 40 years to amortize that asset. By 1983, after 11 years of such charges, the $17 million had been reduced to about $12.5 million. Berkshire, meanwhile, owned 60% of Blue Chip and, therefore, also 60% of See’s. This ownership meant that Berkshire’s balance sheet reflected 60% of See’s Goodwill, or about $7.5 million.
让我们回到喜诗这个例子的会计处理。BlueChip对喜诗的并购超出了净有形资产1700万美元。这就要求在BlueChip的资产负债表上设立同等额度的商誉帐户,并在40年的时间里,每年把这项资产摊销42.5万美元的费用,随之减少利润。到了1983年,经过了11年这样的摊销,这1700万已经被减少到了1250万。伯克希尔,与此同时,拥有60%的BlueChip,所以也就是60%的喜诗。这一所有权意味着伯克希尔的资产负债表反映了60%的喜诗的商誉,即750万美元。
1250*0.6=750
In 1983 Berkshire acquired the rest of Blue Chip in a merger that required purchase accounting as contrasted to the “pooling” treatment allowed for some mergers. Under purchase accounting, the“fair value” of the shares we gave to (or “paid”) Blue Chip holders had to be spread over the net assets acquired from Blue Chip. This “fair value” was measured, as it almost always is when public companies use their shares to make acquisitions, by the market value of the shares given up.
1983年伯克希尔并购了BlueChip余下的股份。这一合并要求使用并购会计处理,而不是一些合并所允许的“合并”会计处理。在并购会计处理下,我们给(或“支付”)Blue Chip的股份的“公允价值”必须在我们从BlueChip获得的净资产上分摊。这一“公允价值”的多少,当上市公司用股票进行并购时总是用所放弃的市场价值来衡量。
The assets “purchased” consisted of 40% of everything owned by Blue Chip (as noted, Berkshire already owned the other 60%). What Berkshire “paid” was more than the net identifiable assets we received by $51.7 million, and was assigned to two pieces of Goodwill: $28.4 million to See’s and $23.3 million to Buffalo Evening News.
“并购”的资产包括了Blue Chip所拥有的所有东西的40%(如上所示,伯克希尔一直拥有余下的60%)。当伯克希尔“支付”的超过了我们收到的5170万美元可确认净资产,这一超出的部分被分配到两部分商誉:2840万美元在喜诗,以及2330万美元在Buffalo Evening News。
After the merger, therefore, Berkshire was left with a Goodwill asset for See’s that had two components: the $7.5 million remaining from the 1971 purchase, and $28.4 million newly created by the 40% “purchased” in 1983. Our amortization charge now will be about $1.0 million for the next 28 years, and $.7 million for the following 12 years, 2002 through 2013.
所以在并购后,伯克希尔有了喜诗的商誉,具有两部分:从1971年并购所剩下的750万美元,以及1983年的40%“并购”所新创造的2840万美元。我们在未来28年的摊销费用将是每年1百万美元,之后的12年也就是2002到2013年是每年70万美元。
In other words, different purchase dates and prices have given us vastly different asset values and amortization charges for two pieces of the same asset. (We repeat our usual disclaimer: we have no better accounting system to suggest. The problems to be dealt with are mind boggling and require arbitrary rules.)
换句话说,不同的并购日期和价格,让我们对同样一个资产有了两个非常不同的价值和摊销费用。(我们重复我们的免责声明:我们没有更好的会计系统可以建议。必须被解决的大量问题令人难以想象,因此必须有硬性的规则。)
But what are the economic realities? One reality is that the amortization charges that have been deducted as costs in the earnings statement each year since acquisition of See’s were not true economic costs. We know that because See’s last year earned $13 million after taxes on about $20 million of net tangible assets – a performance indicating the existence of economic Goodwill far larger than the total original cost of our accounting Goodwill. In other words, while accounting Goodwill regularly decreased from the moment of purchase, economic Goodwill increased in irregular but very substantial fashion.
但是,经济现实是什么?一个实际情况是,从喜诗并购后每年从利润表中作为成本扣除的摊销费用并不是真正的经济成本。我们知道喜诗去年在2000万美元的净有形资产之上,挣了1300万美元的税后利润。这一业绩表明现存的经济商誉远高于最初总的商誉会计成本。换句话说,虽然会计商誉从并购那一刻就有规律的定期减少,但经济商誉却以不规律但却非常重大的方式增加。
Another reality is that annual amortization charges in the future will not correspond to economic costs. It is possible, of course, that See’s economic Goodwill will disappear. But it won’t shrink in even decrements or anything remotely resembling them. What is more likely is that the Goodwill will increase– in current, if not in constant, dollars – because of inflation.
另一个现实是,未来的年度摊销费用将无法符合经济成本。当然,喜诗的经济商誉也可能消失。但商誉不会稳定的消耗,或者以类似稳定的方式消耗。最有可能的是,商誉将会增加。由于通胀的作用,商誉将会以目前的美元价值,而不是以不变美元价值计增加。
That probability exists because true economic Goodwill tends to rise in nominal value proportionally with inflation. To illustrate how this works, let’s contrast a See’s kind of business with a more mundane business. When we purchased See’s in 1972, it will be recalled, it was earning about $2 million on $8 million of net tangible assets. Let us assume that our hypothetical mundane business then had $2 million of earnings also, but needed $18 million in net tangible assets for normal operations. Earning only 11% on required tangible assets, that mundane business would possess little or no economic Goodwill.
这一可能性的存在是因为真实的经济商誉倾向于随通胀在名义价值上成比例增加。为了说明这是如何运作的,让我们把喜诗这样的业务和一个更普通的业务做一个对比。1972年,当初我们并购喜诗时,它在8百万美元净有形资产之上的盈利是2百万美元。让我们假定我们假设的普通业务也有2百万美元的盈利,但却需要1800万美元的净有形资产来维持正常运营。在必须的有形资产之上只获得11%的回报,这个普通的业务具有很少,或者没有经济商誉。
A business like that, therefore, might well have sold for the value of its net tangible assets, or for $18 million. In contrast, we paid $25 million for See’s, even though it had no more in earnings and less than half as much in “honest-to-God” assets. Could less really have been more, as our purchase price implied? The answer is “yes”– even if both businesses were expected to have flat unit volume – as long as you anticipated, as we did in 1972, a world of continuous inflation.
这样一个业务,完全有可能因其净有形资产而以1800万美元卖出。与之相反,我们支付了2500万美元购买了喜诗,即使它没有更多的盈利,而且只有前面普通业务不到一半的实打实的资产。难道少既是多,就像我们的并购价格所暗示的那样?答案是“对”。即便两个业务都预期有停滞的业务量,只要你预计到了一个持续通胀的世界,正如我们在1972年预计的那样,这个答案就是“对”。
To understand why, imagine the effect that a doubling of the price level would subsequently have on the two businesses. Both would need to double their nominal earnings to $4 million to keep themselves even with inflation. This would seem to be no great trick: just sell the same number of units at double earlier prices and, assuming profit margins remain unchanged, profits also must double.
要理解为什么,想象物价水平翻倍之后对这两个业务的影响。这两者都需要把名义盈利翻倍到4百万美元才能赶得上通胀。这似乎不需要太多的手段:只要卖同样多的数量,把价格翻倍就行了,假设利润率不变,盈利一定翻倍。
But, crucially, to bring that about, both businesses probably would have to double their nominal investment in net tangible assets, since that is the kind of economic requirement that inflation usually imposes on businesses, both good and bad. A doubling of dollar sales means correspondingly more dollars must be employed immediately in receivables and inventories. Dollars employed in fixed assets will respond more slowly to inflation, but probably just as surely. And all of this inflation-required investment will produce no improvement in rate of return. The motivation for this investment is the survival of the business, not the prosperity of the owner.
但是关键的是,为了达到这一点,两者恐怕都必须把正常的净有形资产投资翻倍。因为这就是通胀常常强加于商业的经济要求,有好处也有坏处。以美元计的销售额翻倍意味着更多的钱必须马上被用在应收款和库存。固定资产所用的钱对通胀会有较慢的反应,但肯定会有反应。而且,所有这些通胀要求的投资将无法改善回报率。这种投资的原因在于维持业务的生存,而不是拥有者利益的增长。
Remember, however, that See’s had net tangible assets of only $8 million. So it would only have had to commit an additional $8 million to finance the capital needs imposed by inflation. The mundane business, meanwhile, had a burden over twice as large – a need for $18 million of additional capital.
记住,喜诗只有8百万美元的净有形资产。所以,它只需要投入额外的8百万美元来支持通胀所强加的资本需求。而普通的业务,则有着两倍的负担,需要1800万美元的额外资本。
After the dust had settled, the mundane business, now earning $4 million annually, might still be worth the value of its tangible assets, or $36 million. That means its owners would have gained only a dollar of nominal value for every new dollar invested. (This is the same dollar-for-dollar result they would have achieved if they had added money to a savings account.)
尘埃落定之后,这个普通的业务,现在每年盈利4百万美元,可能仍然价值相当于其有形资产价值,即3600万美元。这意味着所有者投资的每一个美元,只产生了一个美元的名义价值增加。(这与他们把钱加到存款帐户中一样,都是一美元对一美元。)
See’s, however, also earning $4 million, might be worth $50 million if valued (as it logically would be) on the same basis as it was at the time of our purchase. So it would have gained $25 million in nominal value while the owners were putting up only $8 million in additional capital – over $3 of nominal value gained for each $1 invested.
喜诗同样也盈利4百万美元,用我们购买时同样的估值方法评估(逻辑上应该如此)可能价值5000万美元。所以喜诗获得了2500万美元的名义价值增加,而所有者仅仅投入了8百万美元的额外资本,这相当于每投入1美元获得超过3美元的名义价值。
Remember, even so, that the owners of the See’s kind of business were forced by inflation to ante up $8 million in additional capital just to stay even in real profits. Any unleveraged business that requires some net tangible assets to operate (and almost all do) is hurt by inflation. Businesses needing little in the way of tangible assets simply are hurt the least.
记住,即使是这样,喜诗的拥有者也由于通胀被迫付出8百万美元的额外资本,这也才仅仅是维持真实利润。任何不用杠杆而且需要一些净有形资产来运营(几乎所有的业务都是如此)的业务都会被通胀伤害。只需要很少有形资产的业务只不过受的伤害最少。
And that fact, of course, has been hard for many people to grasp. For years the traditional wisdom – long on tradition, short on wisdom –held that inflation protection was best provided by businesses laden with natural resources, plants and machinery, or other tangible assets (“In Goods We Trust”). It doesn’t work that way. Asset-heavy businesses generally earn low rates of return – rates that often barely provide enough capital to fund the inflationary needs of the existing business, with nothing left over for real growth, for distribution to owners, or for acquisition of new businesses.
然而这个事实,当然一直很难被许多人领悟。多年以来,传统智慧,(长于传统,短于智慧)认为充满天然资源,工厂,机器和其他有形资产(“我们信赖的商品”)的业务能够提供最好的通胀保护。其实根本不是这样。重资产的业务通常获得低回报率,低到仅能提供足够的资本来满足现存业务的通胀下需求,而根本无法剩下任何东西来支持真正的增长,分配股息给所有者,或者并购新的业务。
In contrast, a disproportionate number of the great business fortunes built up during the inflationary years arose from ownership of operations that combined intangibles of lasting value with relatively minor requirements for tangible assets. In such cases earnings have bounded upward in nominal dollars, and these dollars have been largely available for the acquisition of additional businesses. This phenomenon has been particularly evident in the communications business. That business has required little in the way of tangible investment – yet its franchises have endured. During inflation, Goodwill is the gift that keeps giving.
与之相反,不成比例的大量商业财富在通胀时期积累起来。这些财富是通过拥有一些业务运营而实现的,这些运营结合了具有持久价值的无形资产与相对很少的有形资产需求。在这些例子里,名义盈利大幅增加,这些资金可以用来并购其他的业务。这种现象在通讯行业尤为明显。这一行业仅需要很少的有形资产投资,但是却能保持特许经营权。在通胀时期,商誉是不断奉献的礼物。
But that statement applies, naturally, only to true economic Goodwill. Spurious accounting Goodwill – and there is plenty of it around –is another matter. When an overexcited management purchases a business at a silly price, the same accounting niceties described earlier are observed. Because it can’t go anywhere else, the silliness ends up in the Goodwill account. Considering the lack of managerial discipline that created the account, under such circumstances it might better be labeled “No-Will”. Whatever the term, the 40-year ritual typically is observed and the adrenalin so capitalized remains on the books as an “asset” just as if the acquisition had been a sensible one.
但是这一论断自然只适用于真正的经济商誉。欺骗性的会计商誉(有很多这样的例子)是另外一码事。当一个过度兴奋的管理层用愚蠢的高价购买一个业务时,前面描述的同样的会计细节也能被观察到。因为它无处可去,愚蠢的买价最终留在商誉帐户。考虑到由于缺乏管理纪律而创造的这样一个帐户,在这种情况下,应该称之为“无誉”。无论期限,通常可以观察到40年的仪式性摊销。管理层追求刺激的肾上腺素被资本化保留在帐面上作为一项“资产”,就好像这个并购是一个明智的举动。
If you cling to any belief that accounting treatment of Goodwill is the best measure of economic reality, I suggest one final item to ponder.
如果你坚持相信对商誉的会计处理是衡量经济现实的最佳方式,我建议你思考最后一个例子。
Assume a company with $20 per share of net worth, all tangible assets. Further assume the company has internally developed some magnificent consumer franchise, or that it was fortunate enough to obtain some important television stations by original FCC grant. Therefore, it earns a great deal on tangible assets, say $5 per share, or 25%.
假设一个公司有每股20美元的净资产,全部是有形资产。进一步假设公司内部发展了一个绝妙的消费者特许经营权,或者这个公司足够幸运,获得了一些重要的FCC最初授予的电视台许可。所以,这个公司于有形资产上盈利丰厚,比如每股5美元,或者25%的回报。
With such economics, it might sell for $100 per share or more, and it might well also bring that price in a negotiated sale of the entire business.
有这样的经济状况,这支公司的股票可能卖价每股100美元或更高。而且还有可能在一个谈判卖出整个业务中获得如此的价格。
Assume an investor buys the stock at $100 per share, paying in effect $80 per share for Goodwill (just as would a corporate purchaser buying the whole company). Should the investor impute a $2 per share amortization charge annually ($80 divided by 40 years) to calculate“true” earnings per share? And, if so, should the new “true” earnings of $3 per share cause him to rethink his purchase price?
假设一个投资者支付了每股100美元购买股票,实际上是用每股80美元支付了商誉(正如一个企业并购整个公司时那样)。这个投资者是否应该每年拿出2美元的摊销费用,用于计算“真实”每股盈利?如果是这样,新的3美元“真实”盈利是否应该促使他重新思考购买价格?
We believe managers and investors alike should view intangible assets from two perspectives:
我们相信经理人和投资者应该从两个视角看待无形资产:
1. In analysis of operating results – that is, in evaluating the underlying economics of a business unit – amortization charges should be ignored. What a business can be expected to earn on unleveraged net tangible assets, excluding any charges against earnings for amortization of Goodwill, is the best guide to the economic attractiveness of the operation. It is also the best guide to the current value of the operation’s economic Goodwill.
在分析运营结果,也就是评估一个业务单元的内在经济状况时,摊销费用应该被忽略。一个业务预期在净有形资产上所能获得的利润,除去任何商誉的摊销费用,才是衡量业务运营在经济上是否有吸引力的最佳指导。这也是衡量业务运营的经济商誉的当前价值的最佳指导。
2. In evaluating the wisdom of business acquisitions, amortization charges should be ignored also. They should be deducted neither from earnings nor from the cost of the business. This means forever viewing purchased Goodwill at its full cost, before any amortization. Furthermore, cost should be defined as including the full intrinsic business value – not just the recorded accounting value – of all consideration given, irrespective of market prices of the securities involved at the time of merger and irrespective of whether pooling treatment was allowed. For example, what we truly paid in the Blue Chip merger for 40% of the Goodwill of See’s and the News was considerably more than the $51.7 million entered on our books. This disparity exists because the market value of the Berkshire shares given up in the merger was less than their intrinsic business value, which is the value that defines the true cost to us.
在评估商业并购是否明智时,摊销费用也应被忽略。摊销费用既不应该从业务的盈利中减去,也不应该从业务的成本中扣除。这意味着永远视所购买的商誉为在任何摊销之前的全部成本。更重要的是,并购成本应该被定义为,包含所支付代价的全部内在商业价值,而不仅是其记录的会计价值,不论合并当时所涉及的证券的市场价格,也不管是否允许用合并会计处理。比如,我们在合并Blue Chip 40%的喜诗和Buffalo Evening News的商誉时,真正支付的代价远超过我们记录在账面上的5170万美元。这种不一致的存在是由于在合并时,伯克希尔股票的市场价值低于其内在商业价值,对我们来说这才是决定真实成本的价值。
Operations that appear to be winners based upon perspective (1) may pale when viewed from perspective (2). A good business is not always a good purchase – although it’s a good place to look for one.
从视角(1)看似乎是赢家的业务运营,有可能从视角(2)看却黯然失色。一个好的业务不一定是一个好的并购对象,虽然好业务是寻找好并购的地方。
We will try to acquire businesses that have excellent operating economics measured by (1) and that provide reasonable returns measured by (2). Accounting consequences will be totally ignored.
我们将寻求并购那些用(1)衡量是优秀的运营状况,而且用(2)衡量能产生合理回报的业务。会计后果将完全被忽略。
At year end 1983, net Goodwill on our accounting books totaled $62 million, consisting of the $79 million you see stated on the asset side of our balance sheet, and $17 million of negative Goodwill that is offset against the carrying value of our interest in Mutual Savings and Loan.
在1983年底,在我们会计帐面上的净商誉是6200万美元,包括7900万美元标明在资产负债表的资产一侧,以及1700万美元负的商誉以冲销我们持有的Mutual Savings and Loan的权益价值。
We believe net economic Goodwill far exceeds the $62 million accounting number.
我们相信净经济商誉远超过这6200万美元的会计数字。
Operating earnings of $39.7 million in 1981 amounted to 15.2% of beginning equity capital (valuing securities at cost) compared to 17.8% in 1980. Our new plan that allows stockholders to designate corporate charitable contributions (detailed later) reduced earnings by about $900,000 in 1981. This program, which we expect to continue subject to annual evaluation of our corporate tax position, had not been initiated in 1980.
1981年共获得397000万美元,较1980年的17.8%,,今年期初权益资本报酬率为15.2%(有价证券按原价计)。1981年我们允许股东决定公司慈善捐款的计划(后面细说)大约减少了90万美元收入。这个项目往后会根据公司的课税情况继续进行,而它在1980年还未开始。
Non-Controlled Ownership Earnings无控制权持股之盈余
In the 1980 annual report we discussed extensively the concept of non-controlled ownership earnings, i.e., Berkshire’s share of the undistributed earnings of companies we don’t control or significantly influence but in which we, nevertheless, have important investments. (We will be glad to make available to new or prospective shareholders copies of that discussion or others from earlier reports to which we refer in this report.) No portion of those undistributed earnings is included in the operating earnings of Berkshire.
在1980年的年报中我们广泛的讨论了无控制持股之盈余的概念,亦即那些我们尽管无法控制或显著影响的投资公司的盈余。我们会很乐意给新股东或潜在股东提供我们本文中提到的早期的报告。公司的营业利润里面不含有这部分未分配利润。
However, our belief is that, in aggregate, those undistributed and, therefore, unrecorded earnings will be translated into tangible value for Berkshire shareholders just as surely as if subsidiaries we control had earned, retained – and reported – similar earnings.
然而,总体上,我们相信,这部分没有记录的未分配利润会转化为股东的有形资产价值,就像我们控制的公司所赚取的盈利一样,这都是相同的收入。
We know that this translation of non-controlled ownership earnings into corresponding realized and unrealized capital gains for Berkshire will be extremely irregular as to time of occurrence. While market values track business values quite well over long periods, in any given year the relationship can gyrate capriciously. Market recognition of retained earnings also will be unevenly realized among companies. It will be disappointingly low or negative in cases where earnings are employed non-productively, and far greater than dollar-for-dollar of retained earnings in cases of companies that achieve high returns with their augmented capital. Overall, if a group of non-controlled companies is selected with reasonable skill, the group result should be quite satisfactory.
我们知道无控制权之盈利转化成伯克希尔的相应的实现、未实现的利得发生时间并不确定,然而在长时期内市场价值会与企业价值同步发展。保留盈余也会在不同公司先后被承认。收益用作非生产性使用时,它回报就很低。当公司用做扩张资本获取高额收益时,人们又认为超过了一比一。总得说来,如果一个不受控制的公司通过合理的方式被选中,那么结果应当都不错。
In aggregate, our non-controlled business interests have more favorable underlying economic characteristics than our controlled businesses. That’s understandable; the area of choice has been far wider. Small portions of exceptionally good businesses are usually available in the securities markets at reasonable prices. But such businesses are available for purchase in their entirety only rarely, and then almost always at high prices.
总的来说,我们未控制的公司的盈利比我们控制的公司更好。这可以理解,选择的余地更大了。一些异常优秀的公司的股票总可以在证券市场上以合理的价格买到,但是很少情况下可以把这样的公司全部买到手,而且价格还都非常高。
General Acquisition Behavior一般收购行为
As our history indicates, we are comfortable both with total ownership of businesses and with marketable securities representing small portions of businesses. We continually look for ways to employ large sums in each area. (But we try to avoid small commitments – if something is not worth doing at all, it is not worth doing well.) Indeed, the liquidity requirements of our insurance and trading stamp businesses mandate major investments in marketable securities.
我们的历史显示,我们对于所有权公司以及代表公司小份额的市场证券都能接受。我们经常寻找能够在每一块获得更大份额的方法。(我们尽量避免小额投资,如果一件事情不值得做,它就不值得做好)。事实上,我们保险和交易券的流动性要求大量投资于有价证券。
Our acquisition decisions will be aimed at maximizing real economic benefits, not at maximizing either managerial domain or reported numbers for accounting purposes. (In the long run, managements stressing accounting appearance over economic substance usually achieve little of either.)
我们的购置决策将以最大化现实收益为目标,而不是最大化管理领域或者是会计上的报表编号。(长久来看,强调会计表现而不是经济利益的管理经常两个目标都达不到)
Regardless of the impact upon immediately reportable earnings, we would rather buy 10% of Wonderful Business T at X per share than 100% of T at 2X per share. Most corporate managers prefer just the reverse, and have no shortage of stated rationales for their behavior.
不考虑对可以立即报告的收益的影响,我们会宁愿以X元/股的价格购买这个公司10%的股权,也不会以2X的价格收购全部的股权。大部分公司的管理人员却正好相反,而且还认为自己有理有据。
However, we suspect three motivations – usually unspoken – to be, singly or in combination, the important ones in most high-premium takeovers:
然而,尽管经常被提及,我们质疑三种单独或组合成为高价收购的重要动机的行为。
(1) Leaders, business or otherwise, seldom are deficient in animal spirits and often relish increased activity and challenge. At Berkshire, the corporate pulse never beats faster than when an acquisition is in prospect.
(1)领导、商人或者其他人员,一般并不缺少动物精神,并且总是经常亢奋或者有战斗意识。在伯克希尔,没有收购在即时公司心跳更快了。
(2) Most organizations, business or otherwise, measure themselves, are measured by others, and compensate their managers far more by the yardstick of size than by any other yardstick. (Ask a Fortune 500 manager where his corporation stands on that famous list and, invariably, the number responded will be from the list ranked by size of sales; he may well not even know where his corporation places on the list Fortune just as faithfully compile ranking the same 500 corporations by profitability)
(2)大多数组织(商业的或者是其他行业的),评价或者被评价,并且更多的是依据公司规模而不是其他标准支付管理人员薪酬。(问一个财富500强的经理他的公司在排行榜上排多少,他一定会说公司规模的排行榜数字,他甚至不知道自己公司在同样的500个公司中按利润能排多少名)
(3) Many managements apparently were overexposed in impressionable childhood years to the story in which the imprisoned handsome prince is released from a toad’s body by a kiss from a beautiful princess. Consequently, they are certain their managerial kiss will do wonders for the profitability of Company T(arget).
(3)许多管理者很明显受一个英俊的青蛙王子被一个美丽的公主的亲吻后解救的童话故事的过度影响,结果,他们很确信自己的管理会让公司的利润目标发生奇迹。
Such optimism is essential. Absent that rosy view, why else should the shareholders of Company A(cquisitor) want to own an interest in T at the 2X takeover cost rather than at the X market price they would pay if they made direct purchases on their own?
这样的乐观是必须的,如果不是那么乐观,为什么股东仍然要以两倍的价格收购公司所有股权而不是以X的价格在市场上直接购买公司的股票? In other words, investors can always buy toads at the going price for toads. If investors instead bankroll princesses who wish to pay double for the right to kiss the toad, those kisses had better pack some real dynamite. We’ve observed many kisses but very few miracles. Nevertheless, many managerial princesses remain serenely confident about the future potency of their kisses – even after their corporate backyards are knee-deep in unresponsive toads.
换句话说,投资者总能以目前的拉蛤蟆市场价格来购买癞蛤蟆。如果相反投资者愿意为公主之吻付双倍价格去投资公主,这些吻必须得真正起作用才行。我们看到了很多亲吻但却很少有奇迹发生。然而,尽管她们的后院是及膝深的没有反应的癞蛤蟆,很多管理的公主仍然对她们亲吻的作用保持信心。
In fairness, we should acknowledge that some acquisition records have been dazzling. Two major categories stand out.
公平的说,我们应该承认一些收购很棒,主要有两类收购:
The first involves companies that, through design or accident, have purchased only businesses that are particularly well adapted to an inflationary environment. Such favored business must have two characteristics: (1) an ability to increase prices rather easily (even when product demand is flat and capacity is not fully utilized) without fear of significant loss of either market share or unit volume, and (2) an ability to accommodate large dollar volume increases in business (often produced more by inflation than by real growth) with only minor additional investment of capital. Managers of ordinary ability, focusing solely on acquisition possibilities meeting these tests, have achieved excellent results in recent decades. However, very few enterprises possess both characteristics, and competition to buy those that do has now become fierce to the point of being self-defeating.
第一种是通过设计或者是巧合,收购的公司正好适应了通货膨胀的经济环境。这种有利的收购必须有两个特性:(1)有能力很轻易的在保证不失去市场份额的情况下提高价格;(2)投入少量追加资本就能产生大量收入的能力(通常都是靠通货膨胀而不是真正的增长)。一般水平的管理人员,只关注收购中有这两种特征的企业,在最近十年,都取得了很好的成果。然而,很少的企业有那两种能力和竞争力去收购这些企业,现在并购这些企业的竞争已经达到了白热化,已经不值得购买了。
The second category involves the managerial superstars – men who can recognize that rare prince who is disguised as a toad, and who have managerial abilities that enable them to peel away the disguise. We salute such managers as Ben Heinemann at Northwest Industries, Henry Singleton at Teledyne, Erwin Zaban at National Service Industries, and especially Tom Murphy at Capital Cities Communications (a real managerial “twofer”, whose acquisition efforts have been properly focused in Category 1 and whose operating talents also make him a leader of Category 2. From both direct and vicarious experience, we recognize the difficulty and rarity of these executives’ achievements. (So do they; these champs have made very few deals in recent years, and often have found repurchase of their own shares to be the most sensible employment of corporate capital.)
第二类源于管理精英,他们有能力识别少数的那些伪装成癞蛤蟆的王子,并且有能力让癞蛤蟆变回原形。我们敬仰这些人,像西北工业公司的海涅曼,泰里达因的亨利·辛格顿,国家服务公司的欧文赞班,尤其是大都会通讯公司的汤姆·莫斐(一个真正的管理者,他的主要努力都放在第一种上,并且他也有杰出的才能来担任第二种情况下的管理者)。通过直接或者是间接的经验,我们得知道这些人获取这些成就的艰难和罕见。(他们也一样,近些年也很少做收购,并且经常发现回购公司股票是公司资本的最明智的使用途径)
Your Chairman, unfortunately, does not qualify for Category 2. And, despite a reasonably good understanding of the economic factors compelling concentration in Category 1, our actual acquisition activity in that category has been sporadic and inadequate. Our preaching was better than our performance. (We neglected the Noah principle: predicting rain doesn’t count, building arks does.)
不幸的是,你们的董事长并不是第二类人。并且尽管对第一种公司中经济因素有充分的认识,我们事实上的收购却分散并且不合适。我们的说教要比我们的表现更为优秀。(我们忽略了这一诺亚法则:祈祷雨水停止并不管用,建造自己的方舟才是正确的选择)
We have tried occasionally to buy toads at bargain prices with results that have been chronicled in past reports. Clearly our kisses fell flat. We have done well with a couple of princes – but they were princes when purchased. At least our kisses didn’t turn them into toads. And, finally, we have occasionally been quite successful in purchasing fractional interests in easily-identifiable princes at toad-like prices.
我们不时的尝试去廉价购买癞蛤蟆,这些结果在过去的报告中都被记录了下来。很明显,我们的亲吻不起作用。对一些王子起来作用,但是购买他们的时候他们就已经是王子了。至少我们的亲吻没有让他们变成癞蛤蟆。而且最后我们经常能够实现的是以癞蛤蟆的价格收购容易识别的王子的小部分股权。
Berkshire Acquisition Objectives伯克希尔的并购目标
We will continue to seek the acquisition of businesses in their entirety at prices that will make sense, even should the future of the acquired enterprise develop much along the lines of its past. We may very well pay a fairly fancy price for a Category 1 business if we are reasonably confident of what we are getting. But we will not normally pay a lot in any purchase for what we are supposed to bring to the party – for we find that we ordinarily don’t bring a lot.
我们会继续寻找价格合理的公司整体并购,即使收购的公司未来发展是沿着原来的轨道。如果我们很自信我们买到的是什么,我们不妨给第一类的企业支付相当高昂的价格。但是我们不会给任何我们打算收购的公司支付较高的价格,因为我们发现那并不都会带来高收益。
During 1981 we came quite close to a major purchase involving both a business and a manager we liked very much. However, the price finally demanded, considering alternative uses for the funds involved, would have left our owners worse off than before the purchase. The empire would have been larger, but the citizenry would have been poorer.
在1981年,我们差点儿就完成了一次很大的收购,包括一家公司和我们很喜欢的管理者,然而,考虑到资金的其他用途,最终需要的价格可能会让我们的股东在收购后收益减少。伯克希尔王国将会更大,但是居民却会更加贫穷。
Although we had no success in 1981, from time to time in the future we will be able to purchase 100% of businesses meeting our standards. Additionally, we expect an occasional offering of a major “on-voting partnership”as discussed under the Pinkerton’s heading on page 47 of this report. We welcome suggestions regarding such companies where we, as a substantial junior partner, can achieve good economic results while furthering the long-term objectives of present owners and managers.
尽管1981年我们没有成功,但是将来我们会经常收购满足我们标准的公司的所有股份。此外,我们期待在这本报告的第47页提到的像Pinkerton公司那种偶然的机会-没有投票权的公司。我们鼓励关于这类公司的建议,作为次级合伙人,我们能够在实现现今所有者和管理层的目标的同时,取得较好的经济回报。
Currently, we find values most easily obtained through the open-market purchase of fractional positions in companies with excellent business franchises and competent, honest managements. We never expect to run these companies, but we do expect to profit from them. 目前,我们发现在公开市场上对具有优秀的特许经营权和能干的诚实的管理者的公司部分持仓,就能很容易获取收益。我们从不希望要经营这些公司,但是我们确实希望能从它们获利。
We expect that undistributed earnings from such companies will produce full value (subject to tax when realized) for Berkshire and its shareholders. If they don’t, we have made mistakes as to either: (1) the management we have elected to join; (2) the future economics of the business; or (3) the price we have paid. 我们希望这些公司的未分配利润能全部给贝克希尔的股东创造价值,如果没有的话,我们就在这些方面犯了错误:(1)我们选派的管理层;(2)公司的未来经济状况 (3)我们支付的价格。
We have made plenty of such mistakes – both in the purchase of non-controlling and controlling interests in businesses. Category (2) miscalculations are the most common. Of course, it is necessary to dig deep into our history to find illustrations of such mistakes – sometimes as deep as two or three months back. For example, last year your Chairman volunteered his expert opinion on the rosy future of the aluminum business. Several minor adjustments to that opinion – now aggregating approximately 180 degrees – have since been required.
在购买非控制型股权和控制型股权的时候,我们已经犯了很多这样的错误。第二类错算是最经常发生的。当然,深度挖掘我们的历史了解这些错误的具体情况是很有必要的,有时候可能要追溯至两三个月之前。例如,去年你们的董事长自告奋勇的提出了他对于铝制品行业的乐观构想。需要对他的分析做许多小调整,这些小调整截至目前累计起来能够使得分析结果逆转。
For personal as well as more objective reasons, however, we generally have been able to correct such mistakes far more quickly in the case of non-controlled businesses (marketable securities) than in the case of controlled subsidiaries. Lack of control, in effect, often has turned out to be an economic plus.
然而,由于个人因素或者是更客观的原因,一般情况下,相比下属子公司,对这些非控制企业(即有价证券)我们可以更快的纠正这些错误。事实上,没有控制权这时变成了一种经济加成。
As we mentioned last year, the magnitude of our non-recorded ownership earnings has grown to the point where their total is greater than our reported operating earnings. We expect this situation will continue. In just four ownership positions in this category – GEICO Corporation, General Foods Corporation, R. J. Reynolds Industries, Inc. and The Washington Post Company – our share of undistributed and therefore unrecorded earnings probably will total well over $35 million in 1982. The accounting rules that entirely ignore these undistributed earnings diminish the utility of our annual return on equity calculation, or any other single year measure of economic performance.
正如我们去年提到的那样,我们未记录的非控制型公司的未分配利润不断增长,总量已经超过了我们的经营收入。我们期望这种现象会持续下去。仅仅在4家这样的公司——GEICO公司、通用食品公司、R.J.雷诺兹行业、华盛顿邮报公司,我们未记录的所有权收益可能就已经超过了1982年的总和3500万美元。会计规则忽略了这些未分配利润,在计算资本回报率的时候减少了我们的年利润和其他年度收益指标。
Long-Term Corporate Performance公司长期业绩
In measuring long-term economic performance, equities held by our insurance subsidiaries are valued at market subject to a charge reflecting the amount of taxes that would have to be paid if unrealized gains were actually realized. If we are correct in the premise stressed in the preceding section of this report, our unreported ownership earnings will find their way, irregularly but inevitably, into our net worth. To date, this has been the case.
在计算公司长期业绩的时候,我们的保险子公司所持有的股票以市价计量(扣除变现时所需要缴纳的所得税),如果未实现的收益真的实现了,就得缴纳这种税。如果前面的假设正确,我们未报告的留存收益就会不规则的但无可避免的反映到我们的收益中。迄今为止,的确如此。
An even purer calculation of performance would involve a valuation of bonds andnon-insurance held equities at market. However, GAAP accounting does not prescribe this procedure, and the added purity would change results only very slightly. Should any valuation difference widen to significant proportions, as it has at most major insurance companies, we will report its effect to you.
即使更加严格的业绩核算也要包括债券和非保险公司持有股票的价值。然而,GAAP会计准则没有描述这一流程,而且这样做对我们的结果也只有很小的影响。一旦像大多数保险公司那样,任何估值差异对结果有重要影响,我们就会向你报告它的影响。
On a GAAP basis, during the present management’s term of seventeen years, book value has increased from $19.46 per share to $526.02 per share, or 21.1% compounded annually. This rate of return number is highly likely to drift downward in future years. We hope, however, that it can be maintained significantly above the rate of return achieved by the average large American corporation.
在GAAP准则下,在现任经理的17年的任期内,账面价值从每股19.46$涨到了526.02$,年复合增长率为21.1%。这个回报率在将来非常有可能下降。然而,我们希望它能维持在高于美国大公司年平均回报率的水平上。
Over half of the large gain in Berkshire’s net worth during 1981 – it totaled $124 million, or about 31% – resulted from the market performance of a single investment, GEICO Corporation. In aggregate, our market gain from securities during the year considerably outstripped the gain in underlying business values. Such market variations will not always be on the pleasant side.
1981年伯克希尔的净值总计1.24亿美元,大约是31%要归功于一家公司的市场表现-CEICO公司。我们这一年的股票收入总计超过了基础业务的收益。这样的市场状况不会一直这么乐观。
In past reports we have explained how inflation has caused our apparently satisfactory long-term corporate performance to be illusory as a measure of true investment results for our owners. We applaud the efforts of Federal Reserve Chairman Volcker and note the currently more moderate increases in various price indices. Nevertheless, our views regarding long-term inflationary trends are as negative as ever. Like virginity, a stable price level seems capable of maintenance, but not of restoration.
在过去的报告中,我们解释了通货膨胀怎样使得我们的股东真实的投资回报美化。我们称赞联邦委员会主席沃尔克的努力,大部分物价指数已经缓和。然而,像童贞一样,稳定的物价水平可以维持原状,但不能修复。
Despite the overriding importance of inflation in the investment equation, we will not punish you further with another full recital of our views; inflation itself will be punishment enough. (Copies of previous discussions are available for masochists.) But, because of the unrelenting destruction of currency values, our corporate efforts will continue to do a much better job of filling your wallet than of filling your stomach.
尽管通货膨胀对投资极其重要 ,我们也不会再把自己的理念灌输给你。通货膨胀本身的惩罚已足够(受虐狂可以看先前讨论的副本)。但是因通货膨胀对价值的摧残,我们公司会致力于填充你的钱包而不是你的胃。
Equity Value-Added权益价值增值
An additional factor should further subdue any residual enthusiasm you may retain regarding our long-term rate of return. The economic case justifying equity investment is that, in aggregate, additional earnings above passive investment returns – interest on fixed-income securities – will be derived through the employment of managerial and entrepreneurial skills in conjunction with that equity capital. Furthermore, the case says that since the equity capital position is associated with greater risk than passive forms of investment, it is “entitled” to higher returns. A “value-added” bonus from equity capital seems natural and certain.
至于长期回报,另一个因素会进一步减轻你的热情。我们之所以进行股权投资,是因为总的来说,通过管理层运用管理技巧进行投资回报要高于被动投资回报,也就是固定收益证券的利息。而且,情况显示由于权益资本比被动投资面临着更大的风险,它应该给予更大的回报。权益资本获得风险溢价是合理的。
But is it? Several decades back, a return on equity of as little as 10% enabled a corporation to be classified as a “good” business – i.e., one in which a dollar reinvested in the business logically could be expected to be valued by the market at more than one hundred cents. For, with long-term taxable bonds yielding 5% and long-term tax-exempt bonds 3%, a business operation that could utilize equity capital at 10% clearly was worth some premium to investors over the equity capital employed. That was true even though a combination of taxes on dividends and on capital gains would reduce the 10% earned by the corporation to perhaps 6%-8% in the hands of the individual investor.
真是这样吗?几十年前,仅仅10%的股本回报率就让一个企业被归类为好企业。也就是,1美元再投资的市场收益可以预期股票的市场价格将高于100美分。由于,长期应税债券回报率为5%,长期免税债券回报率3%,一个能够产生10%的利润率的企业确实值得投资者投资。即使去除各种税收,回报率最终降到了6%-8%,对一个个体投资者来说也是值得投资的。
Investment markets recognized this truth. During that earlier period, American business earned an average of 11% or so on equity capital employed and stocks, in aggregate, sold at valuations far above that equity capital (book value), averaging over 150 cents on the dollar. Most businesses were “good” businesses because they earned far more than their keep (the return on long-term passive money). The value-added produced by equity investment, in aggregate, was substantial.
投资市场上认同这个道理。在早期,美国企业股本经营利润率能够达到11%,并且股票以远高于账面价值的价格出售,平均每美元价格为150美分。大部分的企业都可以算作好企业,因为他们赚的钱都比被动收入多得多。价值增值源于股票投资,这一理念深入人心。
That day is gone. But the lessons learned during its existence are difficult to discard. While investors and managers must place their feet in the future, their memories and nervous systems often remain plugged into the past. It is much easier for investors to utilize historic p/e ratios or for managers to utilize historic business valuation yardsticks than it is for either group to rethink their premises daily. When change is slow, constant rethinking is actually undesirable; it achieves little and slows response time. But when change is great, yesterday’s assumptions can be retained only at great cost. And the pace of economic change has become breathtaking.
那种情况不复存在,但是学到的经验不容丢弃。尽管投资者和经理人必须立足未来,但是他们的记忆和神经系统经常留滞在过去。投资者使用历史市盈率或者是经理人使用历史经营评估标准要比让他们反思他们的前提更容易。当改变缓慢时,持续的反思确实没必要,作用小而且减缓反应时间。但是当改变较大时,过去的假定只有在高成本下才能够成立,而经济的改变脚步令人惊愕。
During the past year, long-term taxable bond yields exceeded 16% and long-term tax-exempts 14%. The total return achieved from such tax-exempts, of course, goes directly into the pocket of the individual owner. Meanwhile, American business is producing earnings of only about 14% on equity. And this 14% will be substantially reduced by taxation before it can be banked by the individual owner. The extent of such shrinkage depends upon the dividend policy of the corporation and the tax rates applicable to the investor.
过去,长期应税债券和免税债券回报率分别为16%和14%。免税债券的全部回报都无可非议的流入个体投资者的口袋。同时,美国企业平均资本回报率仅为14%,而且因为资金来自于所有者,这笔收益还要纳税并进一步减少,幅度取决于公司的股息政策和投资者适用的税率。
Thus, with interest rates on passive investments at late 1981 levels, a typical American business is no longer worth one hundred cents on the dollar to owners who are individuals. (If the business is owned by n funds or other tax-exempt investors, the arithmetic, although still unenticing, changes substantially for the better.) Assume an investor in a 50% tax bracket; if our typical company pays out all earnings, the income return to the investor will be equivalent to that from a 7% tax-exempt bond. And, if conditions persist – if all earnings are paid out and return on equity stays at 14% – the 7% tax-exempt equivalent to the higher-bracket individual investor is just as frozen as is the coupon on a tax-exempt bond. Such a perpetual 7% tax-exempt bond might be worth fifty cents on the dollar as this is written.
如此,以1981年标准,典型的投资一个公司一美元产生的价值还不到一美元。(如果是退休基金或者是其他免税投资者,情况会好些)。假设一个投资者适用50%的税率,如果一个公司支付所有盈余,那么这个投资者的投资报酬率大约和7%的免税债券相等。并且,如果情况持续下去-如果所有盈余都支付并且资本回报率为14%-相当于7%的免税债券-个人投资者就像是投资了免税债券一样面临资金冻结。这样一个无期限7%免税债券可能连它的价值的一半都不到。
If, on the other hand, all earnings of our typical American business are retained and return on equity again remains constant, earnings will grow at 14% per year. If the p/e ratio remains constant, the price of our typical stock will also grow at 14% per year. But that 14% is not yet in the pocket of the shareholder. Putting it there will require the payment of a capital gains tax, presently assessed at a maximum rate of 20%. This net return, of course, works out to a poorer rate of return than the currently available passive after-tax rate. 另一方面,如果美国企业利润不发放并且股东回报率保持稳定,那每年的回报率就达到14%。
如果市盈率保持不变,那么股票的价格每年也会增长14%。但是这14%还没有进入投资者的腰包。如果还需要缴资本利得税(目前最大为20%),这个净利润,还是要比基本的14%的免税公债低。
Unless passive rates fall, companies achieving 14% per year gains in earnings per share while paying no cash dividend are an economic failure for their individual shareholders. The returns from passive capital outstrip the returns from active capital. This is an unpleasant fact for both investors and corporate managers and, therefore, one they may wish to ignore. But facts do not cease to exist, either because they are unpleasant or because they are ignored.
除非基本报酬率下降,一个每股年收益率为14%却不付现金红利的公司对个人投资者来说就是一无所获。被动投资的回报率还是高于主动投资的回报。这对于投资者和经理人都是不愉快的,因此,他们都愿意其他人忽略这一事实。但是事实就是事实,不管他们是不是令人不愉快或者是被忽略。
Most American businesses pay out a significant portion of their earnings and thus fall between the two examples. And most American businesses are currently “bad” businesses economically – producing less for their individual investors after-tax than the tax-exempt passive rate of return on money. Of course, some high-return businesses still remain attractive, even under present conditions. But American equity capital, in aggregate, produces no value-added for individual investors.
许多美国企业支付他们收益的大部分,因此常常属于这两类之间。并且大多数美国企业都不能算好企业因为他们支付给投资者的收益要比免税的被动投资还少。当然,一些高回报的企业即使在目前这种情况下依然很吸引人。但是整体上说,美国资本没有给投资者带来价值。
It should be stressed that this depressing situation does not occur because corporations are jumping, economically, less high than previously. In fact, they are jumping somewhat higher: return on equity has improved a few points in the past decade. But the crossbar of passive return has been elevated much faster. Unhappily, most companies can do little but hope that the bar will be lowered significantly; there are few industries in which the prospects seem bright for substantial gains in return on equity.
但要强调的是,并不是经济陷入萧条,美国的公司都在经济上跳跃发展,但只是不如原来跳的高。实际上,他们跳的更高了,资产回报率提高了几个百分点。但是被动投资回报率这一门槛上升的更快。不幸的是,大部分的企业能做的很少,只能盼望着门槛能降低,只有少数企业能够预期有很好的收益。
Inflationary experience and expectations will be major (but not the only) factors affecting the height of the crossbar in future years. If the causes of long-term inflation can be tempered, passive returns are likely to fall and the intrinsic position of American equity capital should significantly improve. Many businesses that now must be classified as economically “bad” would be restored to the “good” category under such circumstances.
通货膨胀经历和预期是未来门槛提高的主要但不是唯一的原因。如果长期通胀起因能够得到缓和,被动投资收益很可能下降而且美国的权益资本的地位将会大幅提升。在这种情况下现在的不好的企业都可能变成好企业。
A further, particularly ironic, punishment is inflicted by an inflationary environment upon the owners of the “bad” business. To continue operating in its present mode, such a low-return business usually must retain much of its earnings – no matter what penalty such a policy produces for shareholders.
另一个具有讽刺意味的现象出现在“坏”企业当中。为了继续现有的经营模式,这样一个低回报率的企业必须保留大部分收益-不管这对股东有什么伤害。
Reason, of course, would prescribe just the opposite policy. An individual, stuck with a 5% bond with many years to run before maturity, does not take the coupons from that bond and pay one hundred cents on the dollar for more 5% bonds while similar bonds are available at, say, forty cents on the dollar. Instead, he takes those coupons from his low-return bond and – if inclined to reinvest – looks for the highest return with safety currently available. Good money is not thrown after bad.
当然,理性会给出恰恰相反的解决方法。一个持有5%的利息债券的投资者,不可能将获得的5%的利息再投资这个债券,因为这个债券在市场上40美分就可以买到。相反,如果倾向于再投资,他会提取利息投资于更高利息的安全的对象。良币是不会驱逐劣币的。
What makes sense for the bondholder makes sense for the shareholder. Logically, a company with historic and prospective high returns on equity should retain much or all of its earnings so that shareholders can earn premium returns on enhanced capital. Conversely, low returns on corporate equity would suggest a very high dividend payout so that owners could direct capital toward more attractive areas. (The Scriptures concur. In the parable of the talents, the two high-earning servants are rewarded with 100% retention of earnings and encouraged to expand their operations. However, the non-earning third servant is not only chastised – “wicked and slothful” – but also is required to redirect all of his capital to the top performer. Matthew 25: 14-30)
这个道理也适用于股票投资。逻辑上,历史和预期回报都很高的公司应该保持全部或大部分收益股东才能因再投资获得额外利润。相反,低回报率的公司应该支付大部分的红利,这样股东才能投资于更好的领域。(圣经上也这样表示,在一个关于天才的寓言中,两个仆人经营的很好,回报很高,就被鼓励继续经营,而另一个没获得回报的仆人不仅被指责为邪恶、懒惰,还要求把他的财产给前两个经营。马太福音第25章,14-30)
But inflation takes us through the looking glass into the upside-down world of Alice in Wonderland. When prices continuously rise, the “bad” business must retain every nickel that it can. Not because it is attractive as a repository for equity capital, but precisely because it is so unattractive, the low-return business must follow a high retention policy. If it wishes to continue operating in the future as it has in the past – and most entities, including businesses, do – it simply has no choice.
但是通货膨胀就像让我们通过窥镜看爱丽丝梦游仙境一样。当价格不断上升,不良企业必须保留每一分。不是因为对于股票投资有吸引力,而是因为没有吸引力,不良企业必须得坚持高保留政策。如果它想要在未来持续经营,就不得不这样说,没得选择。
For inflation acts as a gigantic corporate tapeworm.,That tapeworm preemptively consumes its requisite daily diet of investment dollars regardless of the health of the host organism. Whatever the level of reported profits (even if nil), more dollars for receivables, inventory and fixed assets are continuously required by the business in order to merely match the unit volume of the previous year. The less prosperous the enterprise, the greater the proportion of available sustenance claimed by the tapeworm.
因为通货膨胀就好像是公司里的巨大的绦虫,不管主人身体怎么样,它都在吸收主人的投资。不管利润如何,应收账款、存货和固定资产都需要企业支付很多钱来维持之前的规模。企业运营的越不好,绦虫要求获得的物质比例越大。
Under present conditions, a business earning 8% or 10% on equity often has no leftovers for expansion, debt reduction or “real” dividends. The tapeworm of inflation simply cleans the plate. (The low-return company’s inability to pay dividends, understandably, is often disguised. Corporate America increasingly is turning to dividend reinvestment plans, sometimes even embodying a discount arrangement that all but forces shareholders to reinvest. Other companies sell newly issued shares to Peter in order to pay dividends to Paul. Beware of “dividends” that can be paid out only if someone promises to replace the capital distributed.)
在目前的情况下,一个企业盈利8%到10%就没有剩余扩张,减少债务或者是派发红利。通货膨胀这条绦虫就把剩余吃干净了。(低回报企业没有能力支付红利,这经常被忽略。美国企业越来越多的倾向于股息再投资计划。
Berkshire continues to retain its earnings for offensive, not defensive or obligatory, reasons. But in no way are we immune from the pressures that escalating passive returns exert on equity capital. We continue to clear the crossbar of after-tax passive return – but barely. Our historic 21% return – not at all assured for the future – still provides, after the current capital gain tax rate (which we expect to rise considerably in future years), a modest margin over current after-tax rates on passive money. It would be a bit humiliating to have our corporate value-added turn negative. But it can happen here as it has elsewhere, either from events outside anyone’s control or from poor relative adaptation on our part.
伯克希尔仍然因为主动性的而不是被动的或者是义务性的原因留存收益。但是我们也不可能免受不断上升的被动投资回报率对股权投资造成的压力。我们努力跨国税后被动投资回报率的门槛,但也只是勉强可以。我们21%的历史回报率,扣除目前的资本收益税(我们预期这一税率将来会大幅上升)—将来并不确定—仍然对目前的税后被动投资回报率保持着安全边际。如果资本增值为负,我们将感到一点羞辱。但是就像在其他地方发生的一样,我们这里也会发生,或者是外围无控制权的企业或者是相关度比较弱的企业。
Sources of Reported Earnings报告收益来源
The table below shows the sources of Berkshire’s reported earnings. Berkshire owns about 60% of Blue Chip Stamps which, in turn, owns 80% of Wesco Financial Corporation. The table displays aggregate operating earnings of the various business entities, as well as Berkshire’s share of those earnings. All of the significant gains and losses attributable to unusual sales of assets by any of the business entities are aggregated with securities transactions in the line near the bottom of the table and are not included in operating earnings.
下面的图标表明了伯克希尔的报告收入来源。伯克希尔拥有的热门邮票收集公司大约60%的股份,而它拥有Wesco金融公司的80%的股份。这个表格显示了各企业的总的营业利润和伯克希尔对该公司的收益的占有比例。各企业资本非经常利得和损失汇总于线面最后一栏的证券交易项中,不包含在营业利润里。
*Amortization of intangibles arising in accounting for purchases of businesses (i.e. See’s, Mutual and Buffalo Evening News) is reflected in the category designated as “Other”. **Berkshire divested itself of its ownership of the Illinois National Bank on December 31, 1980. *核算收购时产生的无形资产分期偿还在“其它”项目里(思喜糖果、布法罗晚报、相互信贷蓄储银行) **伯克希尔在1980年,11月31日出手了它对伊利诺伊大陆银行的所有权
Blue Chip Stamps and Wesco are public companies with reporting requirements of their own. On pages 38-50 of this report we have reproduced the narrative reports of the principal executives of both companies, in which they describe 1981 operations. A copy of the full annual report of either company will be mailed to any Berkshire shareholder upon request to Mr. Robert H. Bird for Blue Chip Stamps, 5801 South Eastern Avenue, Los Angeles, California 90040, or to Mrs. Jeanne Leach for Wesco Financial Corporation, 315 East Colorado Boulevard, Pasadena, California 91109.
布鲁奇普公司和威斯克公司都是上市公司,有自己的年报。在年报的38—50页有两个公司高管们的陈述式报告,在里面他们讲述了1981年的业务。伯克希尔的股东会得到任一家公司年报的复印件,如果有需要,请致信Robert 先生,地址是Blue Chip Stamps, 5801 South Eastern Avenue, Los Angeles, California 90040或者是Jeanne女士,地址是Wesco Financial Corporation, 315 East Colorado Boulevard, Pasadena, California 91109。
As we indicated earlier, undistributed earnings in companies we do not control are now fully as important as the reported operating earnings detailed in the preceding table. The distributed portion of earnings, of course, finds its way into the table primarily through the net investment income segment of Insurance Group earnings.
正如我们前面所说,无控制权公司的未分配利润正如前面表格报告的营业利润一样重要。未分配利润主要来源于保险公司的净投资收入部分。
We show below Berkshire’s proportional holdings in those non-controlled businesses for which only distributed earnings (dividends) are included in our earnings.
下面我们报告了伯克希尔在这些无控制权公司的情况,只有通过派发股利计入公司收入。
(a)伯克希尔或者是其保险公司所有 (b) Blue Chip and/or Wesco own shares of these companies. All numbers represent Berkshire’s net interest in the larger gross holdings of the group. (b)蓝筹邮票或者是Wesco公司所持有的公司。所有的数字代表依据伯克希尔在这些公司的持股比例换算而来。
Our controlled and non-controlled businesses operate over such a wide spectrum of activities that detailed commentary here would prove too lengthy. Much additional financial information is included in Management’s Discussion on pages 34-37 and in the narrative reports on pages 38-50. However, our largest area of both controlled and non-controlled activity has been, and almost certainly will continue to be, the property-casualty insurance area, and commentary on important developments in that industry is appropriate.
我们的控制型公司和非控制型公司经营范围非常广泛,若要详细的介绍,会非常冗杂。许多附加的财务信息在管理评论的34到37页和叙述报告的38—50页。然而,我们控制的和非控制型的经营领域,大部分都是在财产和意外灾害保险,并且这种情况将会持续,而且适于对这个领域的重要发展进行评价。
Insurance Industry Conditions保险产业的现状
“Forecasts”, said Sam Goldwyn, “are dangerous, particularly those about the future.” (Berkshire shareholders may have reached a similar conclusion after rereading our past annual reports featuring your Chairman’s prescient analysis of textile prospects.)
Sam Goldwyn说,预测,尤其是对未来的预测,是危险的(伯克希尔的股东可能在阅读了之前你们主席预测纺织产业发展的年报之后得出了相似的结论)。
There is no danger, however, in forecasting that 1982 will be the worst year in recent history for insurance underwriting. That result already has been guaranteed by present pricing behavior, coupled with the term nature of the insurance contract.
但是,预测1982年将是近期保险行业承保业务最差的一年是没有任何危险的。结合保险合同的周期性以及现在的定价策略,一定是可以得出这个结论的。
While many auto policies are priced and sold at six-month intervals – and many property policies are sold for a three-year term – a weighted average of the duration of all property-casualty insurance policies probably runs a little under twelve months. And prices for the insurance coverage, of course, are frozen for the life of the contract. Thus, this year’s sales contracts (“premium written” in the parlance of the industry) determine about one-half of next year’s level of revenue (“premiums earned”). The remaining half will be determined by sales contracts written next year that will be about 50% earned in that year. The profitability consequences are automatic: if you make a mistake in pricing, you have to live with it for an uncomfortable period of time.
许多车险定价和出售以六个月为期限,而很多财产保险以三年为期,所有灾害保险的期限加权平均可能是略少于12个月。在承保范围内,价格在合同有效期内是不变的。如此,今年的销售合同(用保险行业的说法就是保费)就决定了下年收入的一半(保费收入)。剩下的一半就由下一年签订的合同来决定,那一年也只能获得保费的一半。这样盈利能力就很明显:如果你定价错了,你就得在很长一段时间内忍受忍受这个错误。
Note in the table below the year-over-year gain in industry-wide premiums written and the impact that it has on the current and following year’s level of underwriting profitability. The result is exactly as you would expect in an inflationary world. When the volume gain is well up in double digits, it bodes well for profitability trends in the current and following year. When the industry volume gain is small, underwriting experience very shortly will get worse, no matter how unsatisfactory the current level.
下表是全行业的年同期保费收入增长率和它对当年和下年利润的影响。结果正如你预测的通货膨胀时期的情况一样。当保费收入增长率达到两位数时,当年和下一年的盈利就很好。当保费增长率很低时,无论当前的情况多么糟糕,承保业务很快就会变得更糟。
The Best’s data in the table reflect the experience of practically the entire industry, including stock, mutual and reciprocal companies. The combined ratio indicates total operating and loss costs as compared to premiums; a ratio below 100 indicates an underwriting profit, and one above 100 indicates a loss.
表中的贝斯特数据几乎反映了整个行业的状况,包括股票公司、共同基金公司。综合赔付率表明了相对保险费的全部运营成本和损耗成本。比率低于100代表盈利,高于100说明亏损。
Source: Best’s Aggregates and Averages. 数据来源: 贝斯特总值和平均值.
As Pogo would say, the future isn’t what it used to be. Current pricing practices promise devastating results, particularly if the respite from major natural disasters that the industry has enjoyed in recent years should end. For underwriting experience has been getting worse in spite of good luck, not because of bad luck. In recent years hurricanes have stayed at sea and motorists have reduced their driving. They won’t always be so obliging.
正如Pogo说的,未来不会和过去一样。当前的定价策略预示着灾难性的结果,尤其是该行业近年来从自然灾害得以缓和的情况结束时。承保业务的情况变得越来越差,这是因为好运气,而不是坏运气。近年来,飓风停留在港口,开车的人也减少。情况不会一直这么好。
And, of course the twin inflations, monetary and “social”(the tendency of courts and juries to stretch the coverage of policies beyond what insurers, relying upon contract terminology and precedent, had expected), are unstoppable. Costs of repairing both property and people – and the extent to which these repairs are deemed to be the responsibility of the insurer – will advance relentlessly.
然而,双通货膨胀,货币的和社会的(法院和陪审团倾向于依据合同术语和先例,扩大政策范围),是没法阻止的。财产、人员的恢复成本和这些恢复归于保险公司的责任的情况都是残酷增加的。 若没遇上什幺倒霉事(如大灾难或驾驶行为增加等)同业保费收入平均至少要增加十个百分点才能使 1982 年的承销比率不会再恶化(大部份同业估计承担损失每年以十个百分点成长,当然大家都期望自己公司成长较少)。
去年年报我们曾经提到许多保险公司因投资不当使得其公司财务变得不健全,迫使他们放弃原有承保原则,不惜以低价承接保单以维持既有流动性。很明显的帐上持有不合理高估的债券的同业,为了现金周转而以明显不合理的低价大量卖出保单,他们害怕保单收入的减少更甚于承保所可能增加的损失。然而不幸的是所有的同业皆因此受波及,因为你的价格不可能与竞争同业差得太远,这种压力未曾稍减,并迫使愈来愈多的同业跟进,盲目追求量的成长而非质的增加,害怕失去的市场占有率永远无法回复。即使大家一致认同费率极不合理,我们认为没有一家保险业者,能够承受现金极度流出的情况下不接任何保单,而只要这种心态存在,则保单价格将持续面临调降压力。 对于专家一再认定保险产业的循环具规则性且长期而言承销损益接近两平,我们则抱持不同的看法,我们相信承保面临钜额损失(虽然程度不一)将成为保险业界的常态,未来十年内最好的表现在以往仅能算得上是普通而已。虽然面临持续恶化的未来,波克夏的保险事业并无任何良方,但我们经营阶层却已尽力力争上游,虽然承保数量减少了,但承保损益相较于同业仍显优越。
展望未来,波克夏将维持低保单的现状,我们的财务实力使我们能保持最大的弹性,这在同业间并不多见。而将来总有一天,当同业保单接到怕之时,波克夏财务实力将成为营运发展最有利的后盾。其中 GEICO我们不具控制权的主要股权投资更是个中翘楚,它堪称企业理念的最佳实践典范我们让使得所有股东皆能指定其个别捐赠单位的新计划受到广大回响,在932,206 张有效股份中(即在本公司股份系由本人登记者),有 95.6%回复,而在即使不包含本人股份的情况下,也有超过 90%的成绩。此外有 3%的股东主动写信来支持本计划,而股东参与的热烈与提供的意见,也是我们前所未见,这种自动自发的态度说明了本计划成功与否,也可看出波克夏股东的天性。很明显的,他们不但希望能拥有且能自由掌控其所欲捐赠金钱的去向,教授父权式的管理学院可能会惊讶的发现,没有一位股东表示希望由波克夏的经营阶层来帮他们作决定或是依董监事捐赠比例行事 (这是目前一般美国大企业普遍的作法) 除了由波克夏及其子公司经营阶层决定的捐献外,总计 1,783,655 美元的股东指定捐赠款共分配给 675 个慈善机关团体。
往后几年波克夏将会因这项捐款计划获得些许的税负抵减,而每年十月十日以前,我们将会通知股东每股可捐赠的金额,你有三个礼拜的时间可以作决定,为免丧失资格,股份须确实由你本人名义登记,对于去年这项计划我们惟一感到遗憾的是,有些股东虽然不是因为本身的错误,而无法参加,由于税务单位的解释令于十月初才下来,并规定股份若由代理人或经纪人名义登记者不适用,由于时间紧迫,再加上联络前述股东仍须透过其代理人,使得部份股东没能参加,在此我们强烈呼吁那些股票经纪人尽速通知其客户,以免股东的权利被剥夺,其中有家证券经纪商代表六十位股东(约占 4%强股权)很明显地在接到邮件三个礼拜后,才将之转到客户的手上。讽刺的是,该公司并非所有部门皆如此懒散,转寄邮件的帐单在六天内就送到波克夏公司。
我们之所以告诉大家这件事有两个理由(1)若你希望参加这项股东指定捐赠计划的话,请务必将你的股份在九月底以前改登记在自己的名下(2)就算你不想参加,最好还是至少将一股登记在自己的名下,如此才能确保你与其它股东一样在第一时间知道有关公司的重大消息。最后包含这项股东指定捐赠计划在内的许多很好的idea,都是由波克夏公司的副董事长兼 Blue Chip 的董事长 Charlie Minger 所构思,不管职称为何,Charlie 跟我皆以执行合伙人的心态管理所有事业,而各位股东就像是我们一般的合伙人一样。
蓝筹印花公司的年报会在5月份发布,这里面包含截止到1975年3月1日年度财务状况,是由普华永道公司审计的。任何伯克希尔哈撒韦公司的股东想要获得一份蓝筹印花公司的年报,可以随时写信给Robert H. Bird先生,地址为加利福尼亚州洛杉矶市东南大街5801号,蓝筹印花公司秘书Robert H. Bird先生收,邮编90040
Massachusetts Investors Trust has net assets of about $1. 8 billion;Investors Stock Fund about $1 billion; Tri-Continental Corporation about$. 5 billion; and Lehman Corporation about $350 million; or a total of over$3.5 billion.
同样地,劳氏银行所创造的辉煌业绩也令约翰自己飘飘然起来,以至于他认为自己向大众许下的任何承诺人们都会奉为圭臬。此外,摄政王每天都在赋予这位“幸运儿”以新的特权。劳氏银行最终竟垄断了法国的烟草销售市场,独揽了铸造金银币的大权。最后,银行来了个彻底的改头换面,竟成了法兰西皇家银行(the Royal Bank of France)!
如“Caesar is dead.”(英文,凯撒死了)和“Csarestmort”(法文,凯撒死了)说的是一个命题,虽然句子是不同的。在命题的背后是信仰。能说话的人往往用句子来表示他们的信仰,虽则除了表示信仰以外,句子还有别的用处。句子可以用来说谎,意在使人相信我们所不相信的东西。句子也可以用来表示一个命令、或一个意愿、或一个疑问。但是从认识论或真理的定义的观点来说,重要的是表示信仰的句子。真和伪二者原本是信仰的特性,其为命题与句子的特性只是转来的。如果信仰相当简单,不借语言就能存在。我们很可以相信高等动物是有信仰的。如果一个信仰对于一种或一种以上的事实有一种适当的关系,则这个信仰就是“真的”,如果没有这种关系,就是“伪的”。因此,为“真理”下定义的问题包含两部分:第一是“信仰”的意义的分析;其次是研究信仰和使信仰为真的事实二者之间的关系。
直到20年以前,人们还总以为质子和中子是“基本”粒子。但是,将质子和另外的质子或电子在高速度下碰撞的实验表明,它们事实上是由更小的粒子构成的。加州理工学院的牟雷·盖尔曼将这些粒子命名为夸克。由于对夸克的研究,他获得1969年的诺贝尔奖。此名字起源于詹姆斯·约依斯神秘的引语:“Three quarks for Muster Mark!”夸克这个字应发夸脱的音,但是最后的字母是k而不是t,通常和拉克(云雀)相押韵。
1967年,剑桥的一位研究生约瑟琳·贝尔发现了天空发射出无线电波的规则脉冲的物体,这对黑洞的存在的预言带来了进一步的鼓舞。起初贝尔和她的导师安东尼·赫维许以为,他们可能和我们星系中的外星文明进行了接触!我的确记得在宣布他们发现的讨论会上,他们将这四个最早发现的源称为LGM1-LGM4,LGM表示“小绿人”(“Little Green Man”)的意思。然而,最终他们和所有其他人都得到了不太浪漫的结论,这些被称为脉冲星的物体,事实上是旋转的中子星,这些中子星由于它们的磁场和周围物质复杂的相互作用,而发出无线电波的脉冲。这对于写空间探险的作者而言是个坏消息,但对于我们这些当时相信黑洞的少数人来说,是非常大的希望——这是第一个中子星存在的证据。中子星的半径大约10英里,只是恒星变成黑洞的临界半径的几倍。如果一颗恒星能坍缩到这么小的尺度,预料其他恒星会坍缩到更小的尺度而成为黑洞,就是理所当然的了。
可是,从哲学上考虑,可以提出一个深刻的问题。把一个生物群落视为统一的系统,这合理吗?难道这个系统中的成员没有卷入不断的消灭或被消灭的斗争?这导致哲学的基本问题。用罗克斯(Roux)的话来说,各个部分持续不断的斗争,在所有生物系统中——无论是在有机体中还是在生物群落系统中,都是剧烈的。不仅在“分离的”生命系统中,诸如生长中的珊瑚虫,各个组成部分为争取养料而发生竞争,而且所有生命系统都如此。例如,在饥饿的动物体内,不太重要的组织被消蚀掉,以维持更重要的组织;在再生和变态过程中,这些组织为维持整体而无畏地牺牲自己;甚至在正常发育中,造部分的分化生长,作为形态发生的一个基本过程,也是由各部分之间争夺养料而造成的。因此,由各部分竞争而形成的统一体存在于每个生物系统——有机体和超个体的生命单位中。这反映了一种可以追溯到赫拉克利特(Herachlitus)和库萨的尼古拉(Nicholas of Cusa)的深刻的形而上学观念:作为一个整体的世界及其每个个别的实体,都是一个对立的统一体,a coinci-dentia oppositorum,然而,这样的统一体在它们的对立和斗争中构成和保持了一个更大的整体。这些生物学事实展示了神正论的古老问题:世界上的罪恶产生于由个体化而成为各个竞争部分,这些竞争部分的斗争意味着个体的湮灭和整体的逐步实现。
胚胎从很少分化的卵发育成高度组织化的多细胞结构,意味着有序的增长,而这种有序的增长是由系统自身的内在因素造成的。从物理学观点来看,这样的行为初看起来似乎是悖理的、物理系统不能靠自身增加它的有序。相反地,热力学第二定律表明每个封闭系统中,有序的衰减是事件的自然过程。这种情况正好在分解的死尸中发生,而胚胎发育则与此恰恰相反。胚胎发育行为首先以存在着向更高有序程度发展的特殊的组织力为先决条件;其次以胚胎不是一个封闭系统为先决条件。为了使有序的增长成为可能,必须不断地供给能量,以便用此能量产生有序,而不是按照熵的原理部分地耗散能量。进一步说,胚胎中出现的组织,不能以预成的和结构的方式解释,而只能解释为动态的有序。从能量学观点来看,发育需有功的消耗,做这种功所需的能量是靠储备物质(诸如蛋中的卵黄)的氧化提供的(cf p 127)。
发育速率同步化的变化,尤其当它们涉及早期胚胎过程时,就会引起深刻的形态变化。在果蝇突变中,诸如触芒足(腿代替了刚毛)、四翅、口器变态(口的各部分形态变化,以致于变成类似于其他昆虫目的尖利口器),突变基因并没有导致一种孤立效应;相反地,基因本身简单的数量变化,控制了广泛的发育过程,由此引起了发育型式的深刻变化,进而引起复杂的形态变化。在这个意义上,戈德施米特所说的“有希望的畸形动植物”的出现,对于巨大的进化性变态来说,恰恰具有决定性意义。欣德沃尔夫(Schinde-wolf)在他的原生发生理论(Theory of Proterogenesis)中,从古生物学观点出发,同样强调了早期胚胎变态的重要性。前面已提到(p.77)这些变化对于人的进化也是重要的。在某些个例中,有可能根据协调反应速度原理,对模式形成的过程作出较深刻的分析。蝴蝶双翼模式便是这样一个例子(戈德施米特,亨克[Henke」,屈恩[kuhn]),由于它具有二维性质以及有可能作发育方面和遗传方面的分析,所以,它非常合适合用来说明这一点。多种多样的蝶翼模式的形成,依赖于较少几种基本过程,这些过程主要在数量上使一个物种与另一物种区别开来,而巳这些过程依赖于有限数目的孟德尔基因;但是,这些数目有限的孟德尔基因能够造成许多的交换和差异,由此产生极其丰富多样的蝴蝶图案和颜色。第二个基本事例是生长速率的快调化问题,对这个问题有可能作定量的数学分析(p.138)。
这类争论可以持续进行到双方筋疲力尽,但不会使对立各方信服。其理由是可以理解的。我们做了十几个至二十多个实验,从实验上证明了性状的“有用性”,例如,某种昆虫中具有与背景相同颜色的个体,比具有反差颜色的个体不容易被鸟吃掉。但是,对于这个进化受“有用”性控制的推断,还没有办法从实验上加以证实或证伪。如果任何物种都生存下来并经历了更高的进化,那么,发生的变化或者是有利的,或者是与有利变化有关的,或者至少是无害的,否则这些物种肯定灭绝了。但这仍然是放马后炮(vatici-natio post euentum)。”像西藏喇嘛教祈祷轮那样,选择理论不倦地咕咕哝哝低语:“一切都是有用的。”但是,至于实际上发生了什么,进化实际上遵循了哪些路线,选择理论什么也没说,因为进化是“偶然性”的产物,这里无“规律”可循。
有关神经系统的反射、神经中枢、定位的理论,是以大量实验和临床的事实为基础的。可是,有其他人们熟知的事实,表明神经系统内有大量的调节能力,因而与这个理论有着明显的差别、例如,由面神经变性引起的麻痹,临床上采用将副神经或舌下神经(N.accessorius or hyPoglossus)的纤维移植到面肌的方法,是可以治愈的。过了一些时候,病人又能够控制他的面肌,虽然补给的神经是非常规的。或者就按绍尔布鲁赫(Sauerbruch)法所做的修复术而论,博在残肢上的假肢可以由屈肌的正常活动而伸展,也可以由伸肌的活动而弯曲。这类经验表明神经和中枢并不是不可改变地和机器式地固定为某一种功能。贝特(Bethe)、冯·布登布罗克(von Buddenbrock)和其他人做的许多实验都表明了这点。例如,昆虫、蜘蛛和蟹的移动特点是所谓交叉缓行。就是说,在某个步骤中,先是左边的腿移动,其次是右边的腿移动,再次是左边腿同时向前移动,随后的步骤是,左右腿以相反的顺序移动。如果其中一些腿被截除,那它马上就会重建交叉缓行,而不需要经过一段时间的学习。当然,这时剩余腿活动的协调性,是与正常腿的活动不同的。因此,腿的活动不可能取决于某种固定的控制机制,而必定取决于作为一个整体的周围神经系统和中枢神经系统的状况。
形态学的另一个基本原理也在这种关系中找到了它的生理学基础。18世纪的传统形态学提出了“器官平衡原理”,歌德表述为“预算定律”(“budget law”),乔弗鲁瓦·圣伊莱尔(Geoffroy St.Hilaire)称为“平衡定律”(Loi de balancement”)。它表明,在动物躯体内各个器官大小之间存在着特有的恒定关系,我们还可以补充说,它们的化合物之间也存在着这样的关系。按照异速生长定律,生长速率的协调性,最终以有机体内各个部分之间的竞争为基础。每个器官能够从整个有机体获得的营养物质中吸收一份独特的营养。因此,每个器官都以一定的速率生长。异速生长体现了趋于一定稳态的分配过程,这个事实为平衡定律提供了生理学基础。
一切动态哲学之父是赫拉克利特;他关于“万物皆流”和“对立面的统一”的观点,是世界观最初的、深刻的和神秘的表达。现今,我们试图用物理科学和生物科学的合适语言来表达这种世界观。这种来源于赫拉克利特的思潮,产生了意大利-德国文艺复兴时期一位神秘人物--库萨的卡迪纳尔·尼古拉(Cardinal Nicholas of Cusa)。库萨是最后一位著名的中世纪神秘主义者,现代科学的前驱。他推翻了古代的和中世纪的地球中心说体系,主张宇宙的无限性。因此,他是现代天文学和焦尔达诺·布鲁诺(GiordanoBruno)热诚的哲学先驱。他沉思无限性,由此而创立了开方,这最后导致了莱布尼兹(Leibniz)的微积分的发明。他在物理学、地理学和医学方面的见解,标志着现代科学的黎明和从伽利略(Galileo)延续到我们时代的伟大的理智运动的开端。在库萨关于对立面的统一的学说中,复活了古代哲学的主题思想,使之延续到现代。库萨表述中关于实在-上帝的观念(这个观念可以只用对立面的陈述表示),用现代术语来解释,也是对语言的符号体系最深刻的批判,我们最终在互补概念,同样也必然在现代物理学概念中发现它最微妙的表达。这种智慧的遗产在雅各布·伯梅(JacobBohme)朦胧的神秘主义、莱布尼兹明晰的数学和自然哲学、歌德和荷尔德林(Holderlin)富有诗意的幻想中保持了下来。
歌德不仅是一位诗人,也是一位著名的博物学家,他是形态学——生物形态科学的奠基者。他设想在动物和植物多样性中,好比有大自然艺术家的基本的设计蓝图和创造理念。因此,他认为植物形态的千差万异都是某种理念的原始植物的变异,这种原始植物的基本要素——叶子——是以不同的方式发生变形的。可是,就歌德的世界观而言,仅仅看到这种植根于柏拉图理念学说的“唯心主义形态学”的要素,可能是表面的。在这种理念的形态背后,有着赫拉克利特的动态思想,我们可以在歌德的《Stirb und Werde》(《死与变》)和《Dauer im Wechsel》《常变中的永续》)中看到这种动态思想的表达。由于形态美的背后还存在着实在的矛盾性,这便使我们的思想和行为只能使用符号。因此,“我们思想火焰的腾飞需要借助于形象和图像,”而我们所做的这些毕竟是使用符号。所以,正像歌德对爱克曼(Eckermann)所说的,“某人做的是罐子还是坛子”,这毕竟是无关紧要的。而且,赫拉克利特关于对立面的统一的思想,是充满悲剧性幻想的荷尔德林哲学的核心。正像后来尼采和巴霍芬(Bachofen)所揭示的,他从古希腊文化中预见到内在矛盾,用他自己的心灵反映这些矛盾,而又被这些矛盾所击碎。
我支持Stigler 的批评,原因很简单。通读萨缪尔森近百篇的思想史论文,会有个明确的感觉:他根本不是在做思想史研究,而是把从自然科学借来的数学工具,先套在经济分析上,再套到思想史研究上。他对思想的内容与时代意义着墨太少,甚至不在意。换言之,他是一以贯之地在做同一件事:Veni, vidi, vici(I came; I saw; I conquered :我来到、我看见、我征服)。
再举个实例,这是萨缪尔森的自陈:“我生命中的运气,就是一直跟同时代的领军数学家、物理学家、化学家、分子生物学家无间地在一起。经济方法论的批评家相信,像我这样的经济学者,处心积虑要从他们那赢取赞誉,那就大错特错了。有人认为,非经济学界的科学家,对经济学的公理体系没兴趣。哈佛数学家George Mackey,从不想跟我讨论我的《经济分析基础》(Foundations)。反而是我的初级《经济学》(Economics)(或John Rae 的利息理论)吸引他注意,而不是像Debreu 那种纯数学的细微之处,会让别人喜欢我。”(意指:数学界喜欢他的经济见解,而非数学技巧。)
苏格兰哲学家David Hume (1711-1776) 说:“要当个哲学家,但在一切哲学之前,先当个人。”(Be a philosopher; but, amidst all your philosophy, be still a man)。萨缪尔森在这本自述中,解说他如何成为伟大的经济学家,以及如何谦虚地展示博学、犀利、通达、睥睨。