Warren Buffett's Letters
To Berkshire Shareholders 1983

巴菲特致股東函
1983年版

BERKSHIRE HATHAWAY INC.
Berkshire海瑟崴股份有限公司

To the Shareholders of Berkshire Hathaway Inc.:

致Berkshire公司全體股東:

This past year our registered shareholders increased from about 1900
to about 2900. Most of this growth resulted from our merger with Blue
Chip Stamps, but there also was an acceleration in the pace of “natural”
increase that has raised us from the 1000 level a few years ago.

去年登記為Berkshire的股東人數由1,900人增加到2,900人,主要是由於我們與
Blue Chip的合併案,但也有一部份是因為自然增加的速度,就像幾年前我們一舉成
長突破1,000大關一樣。

With so many new shareholders, it’s appropriate to summarize the
major business principles we follow that pertain to the manager-owner
relationship:

有了這麼多新股東,有必要將有關經營者與所有者間關係方面的主要企業原則加以彙
整說明:

o Although our form is corporate, our attitude is partnership. Charlie
Munger and I think of our shareholders as owner-partners, and of ourselves
as managing partners. (Because of the size of our shareholdings we also
are, for better or worse, controlling partners.) We do not view the company
itself as the ultimate owner of our business assets but, instead, view the
company as a conduit through which our shareholders own the assets.

o儘管我們的組織登記為公司,但我們是以合夥的心態來經營(Although our form is
corporate, our attitude is partnership.) 查理孟格跟我視Berkshire的股東為合夥
人,而我們兩個人則為執行合夥人(而也由於我們持有股份比例的關係,也算是具控制
權的合夥人)我們並不把公司視為企業資產的最終擁有人,實際上公司只要股東擁有資
產的一個媒介而已。

o In line with this owner-orientation, our directors are all major
shareholders of Berkshire Hathaway. In the case of at least four of the five,
over 50% of family net worth is represented by holdings of Berkshire. We
eat our own cooking.

o對應前述所有權人導向,我們所有的董事都是Berkshire的大股東,五個董事中的
四個,其家族財產有超過一半是Berkshire持股,簡言之,我們自給自足(We eat our
own cooking) 。

o Our long-term economic goal (subject to some qualifications
mentioned later) is to maximize the average annual rate of gain in intrinsic
business value on a per-share basis. We do not measure the economic
significance or performance of Berkshire by its size; we measure by
per-share progress. We are certain that the rate of per-share progress will
diminish in the future - a greatly enlarged capital base will see to that. But
we will be disappointed if our rate does not exceed that of the average
large American corporation.

o我們長遠的經濟目標(附帶後面所述的幾個標準)是將每年平均每股實質價值的成長
率極大化,我們不以Berkshire規模來作為衡量公司的重要性或表現,由於資本大幅
提高,我們確定每股價值的年增率一定會下滑,但至少不能低於一般美國大企業平均
數。

o Our preference would be to reach this goal by directly owning a
diversified group of businesses that generate cash and consistently earn
above-average returns on capital. Our second choice is to own parts of
similar businesses, attained primarily through purchases of marketable
common stocks by our insurance subsidiaries. The price and availability of
businesses and the need for insurance capital determine any given year’s
capital allocation.

o我們最希望能透過直接擁有會產生現金且具有穩定的高資本報酬率的各類公司來達
到上述目的,否則退而求其次,是由我們的保險子公司在公開市場買進類似公司的部
份股權,購併對象的價格與機會以及保險公司資金的需求等因素會決定年度資金的配
置。

o Because of this two-pronged approach to business ownership and
because of the limitations of conventional accounting, consolidated
reported earnings may reveal relatively little about our true economic
performance. Charlie and I, both as owners and managers, virtually ignore
such consolidated numbers. However, we will also report to you the
earnings of each major business we control, numbers we consider of great
importance. These figures, along with other information we will supply
about the individual businesses, should generally aid you in making
judgments about them.

o由於這種取得企業所有權的雙向手法,及傳統會計原則的限制,合併報告盈餘無法
完全反映公司的實際經濟狀況,查理跟我同時身為公司股東與經營者,實際上並不太
理會這些數字,然而我們依舊會向大家報告公司每個主要經營行業的獲利狀況,那些
我們認為重要的,這些數字再加上我們會提供個別企業的其它資訊將有助於你對它們
下判斷。

o Accounting consequences do not influence our operating or
capital-allocation decisions. When acquisition costs are similar, we much
prefer to purchase $2 of earnings that is not reportable by us under
standard accounting principles than to purchase $1 of earnings that is
reportable. This is precisely the choice that often faces us since entire
businesses (whose earnings will be fully reportable) frequently sell for
double the pro-rata price of small portions (whose earnings will be largely
unreportable). In aggregate and over time, we expect the unreported
earnings to be fully reflected in our intrinsic business value through capital
gains.

o會計數字並不會影響我們經營或資金配置的決策,當購併成本接近時,我們寧願去
買依會計原則不列示在帳面的兩塊錢盈餘,而非那種完全列示在帳面的一塊錢盈餘,
這也是我們當要購買整家企業(盈餘可完全列示)的價格要比購買部份股權(盈餘不可列
示)貴上一倍而常常所須面臨的選擇一樣類似,但就長期而言,我們卻可期望這些不能
列示的盈餘透過長期資本利得反映在公司帳面之上。

o We rarely use much debt and, when we do, we attempt to structure it
on a long-term fixed rate basis. We will reject interesting opportunities
rather than over-leverage our balance sheet. This conservatism has
penalized our results but it is the only behavior that leaves us comfortable,
considering our fiduciary obligations to policyholders, depositors, lenders
and the many equity holders who have committed unusually large portions
of their net worth to our care.

o我們很少大幅舉債,而當我們真得如此做時,我們傾向把它們定在長期固定利率的
基礎之上,我們寧願避免資產負債表過度融資而放棄許多吸引人的投資機會,雖然如
此保守的作法有時使我們的績效打了點折扣,但考量到對保戶、存款人、借款人與全
體股東將大部份財產託付給我們的責任時,這也是惟一令我們感到安心的作法。

o A managerial “wish list” will not be filled at shareholder expense. We
will not diversify by purchasing entire businesses at control prices that
ignore long-term economic consequences to our shareholders. We will
only do with your money what we would do with our own, weighing fully the
values you can obtain by diversifying your own portfolios through direct
purchases in the stock market.

o管理當局的心願不會靠股東的花費來實現,我們不會因為要任意的多角化而隨便買
下整家公司卻忽略了股東長期的經濟利益,我們會把你的錢當作就好像在用自己的錢
一般地謹慎,就宛如你直接透過股票市場分散買進股票具備一樣的價值。

o We feel noble intentions should be checked periodically against results.
We test the wisdom of retaining earnings by assessing whether retention,
over time, delivers shareholders at least $1 of market value for each $1
retained. To date, this test has been met. We will continue to apply it on
a five-year rolling basis. As our net worth grows, it is more difficult to use
retained earnings wisely.

o我們認為應該定期檢驗成果,我們測試的標準是衡量保留下來的每一塊錢是否能發
揮至少一塊錢的市場價值,而到目前為止,尚能達到標準,我們會以每五年一個循環,
而隨著淨值的成長,這項目標將愈來愈難達成。

o We will issue common stock only when we receive as much in business
value as we give. This rule applies to all forms of issuance - not only
mergers or public stock offerings, but stock for-debt swaps, stock options,
and convertible securities as well. We will not sell small portions of your
company - and that is what the issuance of shares amounts to - on a basis
inconsistent with the value of the entire enterprise.

o惟有在當收到跟付出一樣多的經濟價值時,我們才有考慮發行新股,這項原則適用
於各種情況,不管是購併或公開市場收購,另外債務轉股權、選擇權與轉換權都一樣,
我們絕不會違背股東權益的情況下,把公司的一部份賣掉(這正是發行新股背後代表的
意義) 。

o You should be fully aware of one attitude Charlie and I share that hurts
our financial performance: regardless of price, we have no interest at all in
selling any good businesses that Berkshire owns, and are very reluctant to
sell sub-par businesses as long as we expect them to generate at least
some cash and as long as we feel good about their managers and labor
relations. We hope not to repeat the capital-allocation mistakes that led
us into such sub-par businesses. And we react with great caution to
suggestions that our poor businesses can be restored to satisfactory
profitability by major capital expenditures. (The projections will be
dazzling - the advocates will be sincere - but, in the end, major additional
investment in a terrible industry usually is about as rewarding as struggling
in quicksand.) Nevertheless, gin rummy managerial behavior (discard your
least promising business at each turn) is not our style. We would rather
have our overall results penalized a bit than engage in it.

o你必須完全明瞭有一種查理跟我可能會損及績效表現的態度,那就是:不論價格高
低,我們絕不會出售Berkshire所擁有的好公司,只要我們預期它們能夠產生一些現
金流入,而我們也對該公司的經營階層、勞資關係感到安心。我們希望不要重複犯下
資金配置錯誤導致我們投入次級的產業,同時也對於那些只要投入大量資本支出便能
改善獲利狀況的建議(預測通常很亮麗,報告的人也很誠懇,但到最後,額外的重大投
資得到的結果就好像是在流沙上掙扎一般),儘管如此,打牌似的管理行為(每輪都把
最好的牌丟出)並非我們行事風格,我們寧可整體的結果遜色一點也不願意花大把銀子
處理它。

o We will be candid in our reporting to you, emphasizing the pluses and
minuses important in appraising business value. Our guideline is to tell
you the business facts that we would want to know if our positions were
reversed. We owe you no less. Moreover, as a company with a major
communications business, it would be inexcusable for us to apply lesser
standards of accuracy, balance and incisiveness when reporting on
ourselves than we would expect our news people to apply when reporting
on others. We also believe candor benefits us as managers: the CEO who
misleads others in public may eventually mislead himself in private.

o我們會以絕對真誠的態度對待大家,尤其是有關評估企業價值的各種利與弊方面。
我們的原則是假設今天的位置對調時,我們希望你應該告知我們的所有事實,這是我
們應該給你的,此外,由於Berkshire是一家具有媒體事業的集團,我們責無旁貸地
須以同樣客觀正確的標準要求自己,就像是我們要求新聞同仁一般,我們深信坦白對
身為經營者的我們來說是有益的,因為一個在對外欺騙別人的人最後一定會把自己也
給騙了。

o Despite our policy of candor, we will discuss our activities in
marketable securities only to the extent legally required. Good investment
ideas are rare, valuable and subject to competitive appropriation just as
good product or business acquisition ideas are. Therefore, we normally
will not talk about our investment ideas. This ban extends even to
securities we have sold (because we may purchase them again) and to
stocks we are incorrectly rumored to be buying. If we deny those reports
but say “no comment” on other occasions, the no-comments become
confirmation.

o但坦白的原則也有限度,那就是我們僅在法令規定範圍內討論我們在股票上的進
出,就像一件好產品或商業購併案一樣,好的投資機會不多所以珍貴,且很容易被盜
用,所以通常我們不會詳細說明投資細節,這甚至包括已經出售的部份(因為我們很有
可能會再買回來)與那些傳言我們要買進的,因為若我們否認相關報導但說:「不予置
評」,有時反而會被認為已經證實。

That completes the catechism, and we can now move on to the high
point of 1983 - the acquisition of a majority interest in Nebraska Furniture
Mart and our association with Rose Blumkin and her family.

終於結束教條式的說明,接下來進行到1983年的重點,購併Nebraska Furniture
主要股權以及我們與Rose Blumkin家族交往的過程。

Nebraska Furniture Mart

Nebraska傢具店

Last year, in discussing how managers with bright, but
adrenalin-soaked minds scramble after foolish acquisitions, I quoted Pascal:
“It has struck me that all the misfortunes of men spring from the single
cause that they are unable to stay quietly in one room.”

去年在提到許多經理人如何前撲後繼追求一些愚蠢的購併案時,我們引用Pascal的話:
「它使我想到所有的不幸皆歸究於大家無法安靜的待在一個房間內」。

Even Pascal would have left the room for Mrs. Blumkin.

但今年我要說:「Pascal也會為了Blumkin太太離開那個房間」。

About 67 years ago Mrs. Blumkin, then 23, talked her way past a
border guard to leave Russia for America. She had no formal education,
not even at the grammar school level, and knew no English. After some
years in this country, she learned the language when her older daughter
taught her, every evening, the words she had learned in school during the
day.

大約在67年前,當Blumkin太太23歲時,靠她一張嘴說服邊界警衛逃離俄國來到
美國,她從未接受過正式教育(連小學也沒有),也不懂英文,許多年後靠著她的女兒
每晚教她複習白天在學校所學的每一個字,她學會了英文。

In 1937, after many years of selling used clothing, Mrs. Blumkin had
saved $500 with which to realize her dream of opening a furniture store.
Upon seeing the American Furniture Mart in Chicago - then the center of
the nation’s wholesale furniture activity - she decided to christen her dream
Nebraska Furniture Mart.

而後在賣了許多年二手衣後,1937年靠著省吃簡用存下的500美金她實現夢想開了
一家家具店,參酌當時全美最大家具交易中心-芝加哥American Furniture Mart,
她將之命名為Nebraska Furniture Mart。

She met every obstacle you would expect (and a few you wouldn’t)
when a business endowed with only $500 and no locational or product
advantage goes up against rich, long-entrenched competition. At one
early point, when her tiny resources ran out, “Mrs. B” (a personal
trademark now as well recognized in Greater Omaha as Coca-Cola or Sanka)
coped in a way not taught at business schools: she simply sold the furniture
and appliances from her home in order to pay creditors precisely as
promised.

爾後她遭遇到你所能預期的各種困難(也包括你想不到的),以500美金起家沒有任何
產品或地緣優勢地去對抗資金雄厚、經營已久的同業競爭,在早期當她有限的資源損
耗怠盡時,B太太(這個個人商標在大Omaha地區與可口可樂齊名)甚至把家中所有值
錢的東西變賣一空以維持信譽。

Omaha retailers began to recognize that Mrs. B would offer customers
far better deals than they had been giving, and they pressured furniture and
carpet manufacturers not to sell to her. But by various strategies she
obtained merchandise and cut prices sharply. Mrs. B was then hauled into
court for violation of Fair Trade laws. She not only won all the cases, but
received invaluable publicity. At the end of one case, after demonstrating
to the court that she could profitably sell carpet at a huge discount from the
prevailing price, she sold the judge $1400 worth of carpet.

Omaha的零售商在發現到B太太可以給顧客更低的價格時,便聯手向家具及地毯工
廠施壓不要供貨給B太太,但靠著各種不同的方法,她還是取得貨源並大幅降價,甚
至因而被告到法院違反公平交易法,但最後不但贏得所有官司更大大打開了知名度,
其中有一個案件,在法庭中為了證明即使以現行市價打一個大折扣後,她仍有所獲利,
結果她賣了一條1,400美元的地毯給法官。

Today Nebraska Furniture Mart generates over $100 million of sales
annually out of one 200,000 square-foot store. No other home
furnishings store in the country comes close to that volume. That single
store also sells more furniture, carpets, and appliances than do all Omaha
competitors combined.

今天Nebraska Furniture 一家20萬平方呎的店面,年銷售額卻高達一億美金,全
美沒有任何一家零售家具店可以比得上,它所賣的家具、地毯與家電用品比Omaha
所有其他業者加起來還多。

One question I always ask myself in appraising a business is how I
would like, assuming I had ample capital and skilled personnel, to compete
with it. I’d rather wrestle grizzlies than compete with Mrs. B and her
progeny. They buy brilliantly, they operate at expense ratios competitors
don’t even dream about, and they then pass on to their customers much of
the savings. It’s the ideal business - one built upon exceptional value to
the customer that in turn translates into exceptional economics for its
owners.

當我們在評斷一家公司的企業價值時,我常常會問自己一個問題:「假設我有足夠的資
金與人才時,我願不願意和這家公司競爭」,我寧願和大灰熊摔角也不願和B太太家
族競爭,他們採購有一套,營業費用低到其競爭對手想都想不到的程度,然後再將所
省下的每一分錢回饋給客人,這是一家理想的企業,建立在為客戶創造價值並轉化為
對所有者的經濟利益的基礎上。

Mrs. B is wise as well as smart and, for far-sighted family reasons, was
willing to sell the business last year. I had admired both the family and the
business for decades, and a deal was quickly made. But Mrs. B, now 90, is
not one to go home and risk, as she puts it, “losing her marbles”. She
remains Chairman and is on the sales floor seven days a week. Carpet
sales are her specialty. She personally sells quantities that would be a
good departmental total for other carpet retailers.

B太太憑藉其高瞻遠矚與家族因素考量終於決定於去年出售公司給我們,我對這個家
族與其事業已欣賞了數十年,所以整個交易很快便敲定,但B太太並沒有馬上回家休
息,免得如同她所說的失去鬥志,相反的她仍持續擔任公司的負責人,在每週七天都
待在賣場,其中銷售地毯更是她的擅長,一個人的業績便足以打敗所有其它零售業者。

We purchased 90% of the business - leaving 10% with members of the
family who are involved in management - and have optioned 10% to certain
key young family managers.

我們一共買下九成股權,剩下的一成由原有管理公司的家族成員擁有,另還預留一成
的認購權給有潛力的年輕人。

And what managers they are. Geneticists should do handsprings over
the Blumkin family. Louie Blumkin, Mrs. B’s son, has been President of
Nebraska Furniture Mart for many years and is widely regarded as the
shrewdest buyer of furniture and appliances in the country. Louie says he
had the best teacher, and Mrs. B says she had the best student. They’re
both right. Louie and his three sons all have the Blumkin business ability,
work ethic, and, most important, character. On top of that, they are really
nice people. We are delighted to be in partnership with them.

遺傳學家應好好研究Blumkin家族為何皆能成為優秀的經理人,Louie Blumkin- B
太太的兒子擔任Nebraska Furniture 的總經理已有好多年且被公認為最精明的家具
與家電用品的最佳採購者,他說因為他有最好的老師,而B太太則說她有最優秀的學
生,兩者的說法完全正確,Louie 跟他三個兒子皆繼承了Blumkin家族優秀的管理能
力、勤奮工作與最重要的正直的人格特質,他們實在是不錯的合夥人,很高興能與他
們一起合作。

Corporate Performance

企業表現

During 1983 our book value increased from $737.43 per share to
$975.83 per share, or by 32%. We never take the one-year figure very
seriously. After all, why should the time required for a planet to circle the
sun synchronize precisely with the time required for business actions to pay
off? Instead, we recommend not less than a five-year test as a rough
yardstick of economic performance. Red lights should start flashing if the
five-year average annual gain falls much below the return on equity earned
over the period by American industry in aggregate. (Watch out for our
explanation if that occurs as Goethe observed, “When ideas fail, words
come in very handy.”)

1983年公司的淨值由原來每股737美元增加成為975美元,約成長32%,但我們
從未把單一年度的數字表現看得太認真,畢竟沒有什麼道理要把企業反映盈餘的期間
與地球繞行太陽公轉的週期劃上等號,反而我們建議至少以五年為一週期來評斷企業
整體的表現,若五年平均利得要比美國企業平均來得差時,便要開始注意了(就像
Goethe所觀察到的,到時要注意我們所提出的解釋,萬一要是失敗了,解釋的理由
可能會有一大堆)。

During the 19-year tenure of present management, book value has
grown from $19.46 per share to $975.83, or 22.6% compounded annually.
Considering our present size, nothing close to this rate of return can be
sustained. Those who believe otherwise should pursue a career in sales,
but avoid one in mathematics.

在現有經營階層過去十九年的任期內,帳面價值由19美元增加成為975美元,約以
22.6%年複合成長率成長,考量到我們現有的規模,未來可能無法支持這麼高的成長
率,不信的人最好選擇去當業務員而非數學家。

We report our progress in terms of book value because in our case
(though not, by any means, in all cases) it is a conservative but reasonably
adequate proxy for growth in intrinsic business value - the measurement
that really counts. Book value’s virtue as a score-keeping measure is that
it is easy to calculate and doesn’t involve the subjective (but important)
judgments employed in calculation of intrinsic business value. It is
important to understand, however, that the two terms - book value and
intrinsic business value - have very different meanings.

我們之所以選擇帳面價值(雖然不是所有情況皆如此)是因為它是衡量實質價值成長(這
是真正重要的)的一種保守但合理的替代方式,它的好處是很容易去計算且不牽涉主觀
去衡量實質價值,但仍需強調這兩者事實上具有截然不同的意義。

Book value is an accounting concept, recording the accumulated
financial input from both contributed capital and retained earnings.
Intrinsic business value is an economic concept, estimating future cash
output discounted to present value. Book value tells you what has been
put in; intrinsic business value estimates what can be taken out.

帳面價值是會計名詞,係記錄資本與累積盈餘的財務投入,實質價值則是經濟名詞,
是估計未來現金流入的折現值,帳面價值能夠告訴你已經投入的,實質價值則是預計
你能從中所獲得的。

An analogy will suggest the difference. Assume you spend identical
amounts putting each of two children through college. The book value
(measured by financial input) of each child’s education would be the same.
But the present value of the future payoff (the intrinsic business value)
might vary enormously - from zero to many times the cost of the education.
So, also, do businesses having equal financial input end up with wide
variations in value.

類似詞能告訴你之間的不同,假設你花相同的錢供二個小孩讀到大學,二個小孩的帳
面價值即所花的學費是一樣的,但未來所獲得的回報(即實質價值)卻不一而足,可能
從零到所付出的好幾倍,所以也有相同帳面價值的公司,卻有截然不同的實質價值。

At Berkshire, at the beginning of fiscal 1965 when the present
management took over, the $19.46 per share book value considerably
overstated intrinsic business value. All of that book value consisted of
textile assets that could not earn, on average, anything close to an
appropriate rate of return. In the terms of our analogy, the investment in
textile assets resembled investment in a largely-wasted education.

像Berkshire在1965年會計年度剛開始由現有經營階層接管時,其帳面價值為每股
19美金,明顯高於其實際的實質價值,所謂的帳面價值主要係以那些無法賺取合理報
酬的紡織設備為主,就好比是將教育經費擺在不會讀書的孩子身上一樣。

Now, however, our intrinsic business value considerably exceeds book
value. There are two major reasons:

但如今我們的實質價值早已大幅超越帳面價值,主要的原因有兩點:


(1) Standard accounting principles require that common

stocks held by our insurance subsidiaries be stated on

our books at market value, but that other stocks we own

be carried at the lower of aggregate cost or market.

At the end of 1983, the market value of this latter

group exceeded carrying value by $70 million pre-tax,

or about $50 million after tax. This excess belongs in

our intrinsic business value, but is not included in

the calculation of book value;

(1)標準會計原則要求我們保險子公司所持有的股票以市價記錄於帳面上
,但其它公司部份卻以成本與市價孰低法計算,到1983年底為止,
後者的市價超過帳面價值有稅前七千萬美金或稅後五千萬美金之多,
超過的部份屬於實質價值的一部份,但不包含在計算帳面價值之內。


(2) More important, we own several businesses that possess

economic Goodwill (which is properly includable in

intrinsic business value) far larger than the

accounting Goodwill that is carried on our balance

sheet and reflected in book value.

(2)更重要的是,我們所擁有的幾家企業具有龐大的經濟商譽(事實上
是包含在實質價值之內的)且遠大於記載在帳上的商譽。


Goodwill, both economic and accounting, is an arcane subject and
requires more explanation than is appropriate here. The appendix that
follows this letter - “Goodwill and its Amortization: The Rules and The
Realities” - explains why economic and accounting Goodwill can, and
usually do, differ enormously.

商譽不管是經濟上或是會計上的,是一項神秘的課題,實在需要比現在所報告還要更
多的時間解釋,本報告書的附錄有關商譽及其攤銷、規定與現實,將解釋為何經濟上
與會計上的商譽事實上通常是大不相同。

You can live a full and rewarding life without ever thinking about
Goodwill and its amortization. But students of investment and
management should understand the nuances of the subject. My own
thinking has changed drastically from 35 years ago when I was taught to
favor tangible assets and to shun businesses whose value depended largely
upon economic Goodwill. This bias caused me to make many important
business mistakes of omission, although relatively few of commission.

雖然不用了解商譽及其攤銷,你一樣可以過得很好,但對於研究投資的學生或經理人,
卻有必要了解其間些微的不同,我現在的想法與35年前課堂所教要重視實質的資產
並規避那些主要倚靠經濟商譽的公司的作法已有明顯的轉變,當初的偏差的觀念,雖
然沒有使我犯下什麼大錯,但也因此錯過了許多好的投資機會。

Keynes identified my problem: “The difficulty lies not in the new ideas
but in escaping from the old ones.” My escape was long delayed, in part
because most of what I had been taught by the same teacher had been (and
continues to be) so extraordinarily valuable. Ultimately, business
experience, direct and vicarious, produced my present strong preference
for businesses that possess large amounts of enduring Goodwill and that
utilize a minimum of tangible assets.

凱因斯發現問題所在,困難的地方不在於要有新觀念,而是如何擺脫舊有的窠臼,我
的反應比較慢,一方面是由於教我的老師一直以來皆讓我受益良多,但從商的經歷,
直接或間接地讓我對擁有商譽而僅須運用少量實質資產的公司大有好感。

I recommend the Appendix to those who are comfortable with
accounting terminology and who have an interest in understanding the
business aspects of Goodwill. Whether or not you wish to tackle the
Appendix, you should be aware that Charlie and I believe that Berkshire
possesses very significant economic Goodwill value above that reflected in
our book value.

我建議那些對會計專有名詞不會覺得感冒且對商譽的經濟價值有興趣的人讀讀附錄,
而不論你看不看附錄,Charlie跟我一致認為Berkshire擁有比帳面價值更高經濟價
值的商譽。

Sources of Reported Earnings

帳列盈餘報告

The table below shows the sources of Berkshire’s reported earnings.
In 1982, Berkshire owned about 60% of Blue Chip Stamps whereas, in 1983,
our ownership was 60% throughout the first six months and 100%
thereafter. In turn, Berkshire’s net interest in Wesco was 48% during 1982
and the first six months of 1983, and 80% for the balance of 1983.
Because of these changed ownership percentages, the first two columns of
the table provide the best measure of underlying business performance.

下表顯示Berkshire依照各個公司持股比例來列示帳面盈餘的主要來源,其中在1982
年Berkshire擁有Blue Chips Stamps 60%的股權,但到了1983年下半年這個比例
增加到100%,而Blue Chips又擁有 Wesco 財務公司 80% 的股權,故Berkshire
間接擁有Wesco的股權亦由48%增加到80%。

All of the significant gains and losses attributable to unusual sales of
assets by any of the business entities are aggregated with securities
transactions on the line near the bottom of the table, and are not included
in operating earnings. (We regard any annual figure for realized capital
gains or losses as meaningless, but we regard the aggregate realized and
unrealized capital gains over a period of years as very important.)
Furthermore, amortization of Goodwill is not charged against the specific
businesses but, for reasons outlined in the Appendix, is set forth as a
separate item.

而各個公司資本利得損失並不包含在內而是彙總於下表最後「已實現出售證券利得」
一欄(我們認為單一年度的出售證券利得並無太大意義,但每年加總累計的數字卻相當
重要),至於商譽的攤銷則以單一欄位另行列示,雖然本表列示的方式與一般公認會計
原則不儘相同但最後的損益數字卻是一致的:

Net Earnings

Earnings Before Income Taxes After Tax

------------------------------------ -----------------

Total Berkshire Share Berkshire Share

----------------- ----------------- -----------------

1983 1982 1983 1982 1983 1982

-------- -------- -------- -------- -------- --------

(000s omitted)

Operating Earnings:

Insurance Group:

Underwriting ............ $(33,872) $(21,558) $(33,872) $(21,558) $(18,400) $(11,345)

Net Investment Income ... 43,810 41,620 43,810 41,620 39,114 35,270

Berkshire-Waumbec Textiles (100) (1,545) (100) (1,545) (63) (862)

Associated Retail Stores .. 697 914 697 914 355 446

Nebraska Furniture Mart(1) 3,812 -- 3,049 -- 1,521 --

See’s Candies ............. 27,411 23,884 24,526 14,235 12,212 6,914

Buffalo Evening News ...... 19,352 (1,215) 16,547 (724) 8,832 (226)

Blue Chip Stamps(2) ....... (1,422) 4,182 (1,876) 2,492 (353) 2,472

Wesco Financial - Parent .. 7,493 6,156 4,844 2,937 3,448 2,210

Mutual Savings and Loan ... (798) (6) (467) (2) 1,917 1,524

Precision Steel ........... 3,241 1,035 2,102 493 1,136 265

Interest on Debt .......... (15,104) (14,996) (13,844) (12,977) (7,346) (6,951)

Special GEICO Distribution 21,000 -- 21,000 -- 19,551 --

Shareholder-Designated

Contributions .......... (3,066) (891) (3,066) (891) (1,656) (481)

Amortization of Goodwill .. (532) 151 (563) 90 (563) 90

Other ..................... 10,121 3,371 9,623 2,658 8,490 2,171

-------- -------- -------- -------- -------- --------

Operating Earnings .......... 82,043 41,102 72,410 27,742 68,195 31,497

Sales of securities and

unusual sales of assets .. 67,260 36,651 65,089 21,875 45,298 14,877

-------- -------- -------- -------- -------- --------

Total Earnings .............. $149,303 $ 77,753 $137,499 $ 49,617 $113,493 $ 46,374

====== ====== ====== ====== ======= ======

(1) October through December

(2) 1982 and 1983 are not comparable; major assets were

transferred in the merger.

For a discussion of the businesses owned by Wesco, please read
Charlie Munger’s report on pages 46-51. Charlie replaced Louie Vincenti
as Chairman of Wesco late in 1983 when health forced Louie’s retirement at
age 77. In some instances, “health” is a euphemism, but in Louie’s case
nothing but health would cause us to consider his retirement. Louie is a
marvelous man and has been a marvelous manager.

至於Wesco旗下事業會在Charlie的報告中討論,他在1983年底接替Louie
Vincenti成為Wesco的董事長,Louie由於身體健康的關係以77歲年紀退休,有時
健康因素只是藉口,但以Louie這次情況確是事實,他實在是一位傑出的經理人。

The special GEICO distribution reported in the table arose when that
company made a tender offer for a portion of its stock, buying both from us
and other shareholders. At GEICO’s request, we tendered a quantity of
shares that kept our ownership percentage the same after the transaction
as before. The proportional nature of our sale permitted us to treat the
proceeds as a dividend. Unlike individuals, corporations net considerably
more when earnings are derived from dividends rather than from capital
gains, since the effective Federal income tax rate on dividends is 6.9%
versus 28% on capital gains.

GEICO的特別股利係由於該公司自我們及其他股東手中買回自家股票,經過買回後我
們持有的股權比例仍維持不變,整個賣回股權的過程其實等於是發放股利一樣,不像
個人,由於企業收到股利的實際聯邦稅率6.9%較資本利得稅率28%低得許多,故前
者可讓公司股東獲得更多實質收益。

Even with this special item added in, our total dividends from GEICO in
1983 were considerably less than our share of GEICO’s earnings. Thus it is
perfectly appropriate, from both an accounting and economic standpoint, to
include the redemption proceeds in our reported earnings. It is because
the item is large and unusual that we call your attention to it.

而即使把前述特別股利加入計算,我們在1983年從GEICO所收到的現金股利還是遠
低於我們依比例所賺到的盈餘,因此不論從會計或經濟的角度來說,將這項額外收入
計入盈餘當中是再適當也不過了,但由於金額過於龐大因此我們必需特別加以說明。

The table showing you our sources of earnings includes dividends
from those non-controlled companies whose marketable equity securities
we own. But the table does not include earnings those companies have
retained that are applicable to our ownership. In aggregate and over time
we expect those undistributed earnings to be reflected in market prices and
to increase our intrinsic business value on a dollar-for-dollar basis, just as
if those earnings had been under our control and reported as part of our
profits. That does not mean we expect all of our holdings to behave
uniformly; some will disappoint us, others will deliver pleasant surprises.
To date our experience has been better than we originally anticipated, In
aggregate, we have received far more than a dollar of market value gain for
every dollar of earnings retained.

前表告訴大家我們盈餘的來源,包括那些不具控制權的股權投資所收到的現金股利,
但卻不包括那些未予分配的盈餘,就長期而言,這些盈餘終將反映在公司的股票市價
之上,而Berkshire的實質價值亦會跟隨著增加,雖然我們的持股不一定表現一致,
有時讓我們失望,但有時卻會讓我們驚喜,到目前為止,情況比我們當初預期的還要
好,總得來說,最後所產生的市場價值要比當初我們保留的每一塊錢還要高。

The following table shows our 1983 yearend net holdings in
marketable equities. All numbers represent 100% of Berkshire’s holdings,
and 80% of Wesco’s holdings. The portion attributable to minority
shareholders of Wesco has been excluded.

下表顯示在1983年底我們持有不具控制權的股權投資,所有的數字包含Berkshire
與80%Wesco的權益,剩下的20%已予以扣除:

No. of Shares Cost Market

------------- ---------- ----------

(000s omitted)

690,975 Affiliated Publications, Inc. .... $ 3,516 $ 26,603

4,451,544 General Foods Corporation(a) ..... 163,786 228,698

6,850,000 GEICO Corporation ................ 47,138 398,156

2,379,200 Handy & Harman ................... 27,318 42,231

636,310 Interpublic Group of Companies, Inc. 4,056 33,088

197,200 Media General .................... 3,191 11,191

250,400 Ogilvy & Mather International .... 2,580 12,833

5,618,661 R. J. Reynolds Industries, Inc.(a) 268,918 314,334

901,788 Time, Inc. ....................... 27,732 56,860

1,868,600 The Washington Post Company ...... 10,628 136,875

---------- ----------

$558,863 $1,287,869

All Other Common Stockholdings ... 7,485 18,044

---------- ----------

Total Common Stocks .............. $566,348 $1,305,913

========== ==========

(a) WESCO owns shares in these companies.

Based upon present holdings and present dividend rates - excluding
any special items such as the GEICO proportional redemption last year - we
would expect reported dividends from this group to be approximately $39
million in 1984. We can also make a very rough guess about the earnings
this group will retain that will be attributable to our ownership: these may
total about $65 million for the year. These retained earnings could well
have no immediate effect on market prices of the securities. Over time,
however, we feel they will have real meaning.

依照目前持股情況與股利發放率(扣除去年GEICO發放特別股利的特例)我們預期在
1984年將收到約三千九百萬美金的現金股利,而保留未予發放的盈餘估計將達到六
千五百萬,雖然這些盈餘對公司短期的股價將不會有太大影響,但長期來說終將顯現
出來。

In addition to the figures already supplied, information regarding the
businesses we control appears in Management’s Discussion on pages
40-44. The most significant of these are Buffalo Evening News, See’s, and
the Insurance Group, to which we will give some special attention here.

除了以上的數字之外,有關我們旗下關係企業的相關資訊,請參閱報告後面的管理階
層討論,其中主要的事業包括水牛城晚報、喜斯糖果以及保險集團,我們特別加以說
明如下。

Buffalo Evening News

水牛城晚報

First, a clarification: our corporate name is Buffalo Evening News, Inc.
but the name of the newspaper, since we began a morning edition a little
over a year ago, is Buffalo News.

首先我要澄清一點,我們公司的名稱是水牛城晚報公司,但所發行的報紙名稱,自從
一年多以前開始發行早報開始,卻是水牛城新聞。

In 1983 the News somewhat exceeded its targeted profit margin of
10% after tax. Two factors were responsible: (1) a state income tax cost
that was subnormal because of a large loss carry-forward, now fully utilized,
and (2) a large drop in the per-ton cost of newsprint (an unanticipated fluke
that will be reversed in 1984).

1983年公司約略超過原先設定10%的稅後純益率,主要有兩項原因:(1)州的所得稅因
前期虧損扣抵而變得很少(2)每噸新聞印刷成本突然降低(不過隔年情況可能完全相
反)。

Although our profit margins in 1983 were about average for
newspapers such as the News, the paper’s performance, nevertheless, was
a significant achievement considering the economic and retailing
environment in Buffalo.

雖然水牛城新聞的獲利情況在一般新聞來說表現平平,但若考量到水牛城當地的經濟
與銷售環境,這種表現卻是不凡。

Buffalo has a concentration of heavy industry, a segment of the
economy that was hit particularly hard by the recent recession and that has
lagged the recovery. As Buffalo consumers have suffered, so also have the
paper’s retailing customers. Their numbers have shrunk over the past few
years and many of those surviving have cut their linage.

由於重工業聚集,故最近的不景氣確使當地的一部份經濟活動受到重創,且復甦緩慢,
一般民眾大受其害,當地的報紙也無法倖免,發行量大幅滑落,倖存的業者被迫刪減
版面作為因應。

Within this environment the News has one exceptional strength: its
acceptance by the public, a matter measured by the paper’s “penetration
ratio” - the percentage of households within the community purchasing the
paper each day. Our ratio is superb: for the six months ended September
30, 1983 the News stood number one in weekday penetration among the
100 largest papers in the United States (the ranking is based on “city zone”
numbers compiled by the Audit Bureau of Circulations).

在這種窘況下,水牛城新聞卻擁有一項利器-大眾對其的接受程度,即滲透率(指每天
每個社區家庭購買該報的比率),我們的比率相當高,以1983年九月止的前半年,水
牛城新聞高居全美一百份最大報紙的第一位(這項排名係由流通量調查局依照城市郵
遞區號所編撰)。

In interpreting the standings, it is important to note that many large
cities have two papers, and that in such cases the penetration of either
paper is necessarily lower than if there were a single paper, as in Buffalo.
Nevertheless, the list of the 100 largest papers includes many that have a
city to themselves. Among these, the News is at the top nationally, far
ahead of many of the country’s best-known dailies.

在解釋所謂的排名之前,有一點必須要說明的是有許多大城市同時發行兩份報紙,則
其滲透率一定會比只發行一份的城市,如水牛城還低得許多,儘管如此,仍有許多名
列一百大者擁有單一城市,而水牛城不但名列前茅,更遠勝於許多全國赫赫有名的日
報。

Among Sunday editions of these same large dailies, the News ranks
number three in penetration - ten to twenty percentage points ahead of
many well-known papers. It was not always this way in Buffalo. Below we
show Sunday circulation in Buffalo in the years prior to 1977 compared with
the present period. In that earlier period the Sunday paper was the
Courier-Express (the News was not then publishing a Sunday paper). Now,
of course, it is the News.

此外在週日版部份,水牛城的滲透率更擠進前三名,比某些大報還高上一到二十個百
分點,而這並不是一開始就如此的,下表列示該報在1977前幾年與現在發行量的比
較,在水牛城所發行的週日報原來是Couier-express(當時水牛城日報還未發行週日
報)而現在當然是水牛城日報了:

Average Sunday Circulation

--------------------------

Year Circulation

---- -----------

1970 314,000

1971 306,000

1972 302,000

1973 290,000

1974 278,000

1975 269,000

1976 270,000

1984 (Current) 376,000

We believe a paper’s penetration ratio to be the best measure of the
strength of its franchise. Papers with unusually high penetration in the
geographical area that is of prime interest to major local retailers, and with
relatively little circulation elsewhere, are exceptionally efficient buys for
those retailers. Low-penetration papers have a far less compelling
message to present to advertisers.

我們認為一份報紙的滲透率是該事業強弱的一項重要指標,廣告主而言若一家報紙能
在某一地區擁有極高滲透率的話,便能發揮極高的經濟效益,相對的若滲透率很低則
無法吸引太多的廣告主。

In our opinion, three factors largely account for the unusual
acceptance of the News in the community. Among these, points 2 and 3
also may explain the popularity of the Sunday News compared to that of the
Sunday Courier-Express when it was the sole Sunday paper:

而我們認為有三個原因使得水牛城日報廣為當地民眾所接受,其中第二與第三亦能解
釋為何水牛城週日報會比當時同時發行的Couier-express更受歡迎的原因:


(1) The first point has nothing to do with merits of the

News. Both emigration and immigration are relatively

low in Buffalo. A stable population is more interested

and involved in the activities of its community than is

a shifting population - and, as a result, is more

interested in the content of the local daily paper.

Increase the movement in and out of a city and

penetration ratios will fall.

第一點與水牛城日報本身無關,水牛城居民的流動率相對較低,穩定
的居民對於當地社區事務抱持著更多的關心,也因此對當地地區性報紙
的在地新聞更感興趣。
(2) The News has a reputation for editorial quality and

integrity that was honed by our longtime editor, the

legendary Alfred Kirchhofer, and that has been preserved

and extended by Murray Light. This reputation was

enormously important to our success in establishing a

Sunday paper against entrenched competition. And without

a Sunday edition, the News would not have survived in the

long run.

該報長期由傳奇人物Alfred Kirchhofer領導,以編輯品質與公正客觀性
著稱,並由Murray Light繼承並保存之,這對於我們能夠成功戰勝Courier-express的激烈競爭極為重要,若沒有週日報,水牛城日報可能
無法存活至今。
(3) The News lives up to its name - it delivers a very

unusual amount of news. During 1983, our “news hole”

(editorial material - not ads) amounted to 50% of the

newspaper’s content (excluding preprinted inserts).

Among papers that dominate their markets and that are of

comparable or larger size, we know of only one whose news

hole percentage exceeds that of the News. Comprehensive

figures are not available, but a sampling indicates an

average percentage in the high 30s. In other words, page

for page, our mix gives readers over 25% more news than

the typical paper. This news-rich mixture is by intent.

Some publishers, pushing for higher profit margins, have

cut their news holes during the past decade. We have

maintained ours and will continue to do so. Properly

written and edited, a full serving of news makes our

paper more valuable to the reader and contributes to our

unusual penetration ratio.

(3) 水牛城日報就如其名一般,它刊載大量的新聞,在1983年我們的
新聞版面(News Hole)即真正的新聞而非廣告,約超過一半(不包括
夾報的部份) ,就我們所知在所有主宰當地地區的大報之中,只有一家
的比例是超越我們的,雖然沒有具體明確的數字,但一般估計的平均
比例約為三十幾,換言之,我們提供的新聞份量比其它同業還要多上
25%,事實上豐富的新聞內容是經過精心安排的,有些出版業者為了
提高獲利,大幅刪減新聞版面,但我們卻不願如此做並堅持至今,
而我們相信只要好好地撰寫與編輯提供豐富的新聞內容,將是對讀者
最大的服務,而讀者對我們刊物的珍視也將轉化成極高的滲透率。


Despite the strength of the News’ franchise, gains in ROP linage
(advertising printed within the newspaper pages as contrasted to preprinted
inserts) are going to be very difficult to achieve. We had an enormous gain
in preprints during 1983: lines rose from 9.3 million to 16.4 million,
revenues from $3.6 million to $8.1 million. These gains are consistent
with national trends, but exaggerated in our case by business we picked up
when the Courier-Express closed.

僅管水牛城日報本身極具競爭力,但是ROP (報紙版面上的廣告與夾報的廣告量的比)
卻很難有再增加的空間,雖然我們在1983年有大幅成長,廣告則數由九百多萬增加
為一千六百多萬,營收則由360萬成長至810萬美元,增加幅度與全美其它地區差
異不大,但以我們的Case來說考量到Courier-express同時關閉則略嫌高估。

On balance, the shift from ROP to preprints has negative economic
implications for us. Profitability on preprints is less and the business is
more subject to competition from alternative means of delivery.
Furthermore, a reduction in ROP linage means less absolute space devoted
to news (since the news hole percentage remains constant), thereby
reducing the utility of the paper to the reader.

平心而論,若廣告由報紙版面移到夾報對我們來說有負面的經濟影響,夾報的利潤較
低,且受限於其它相同傳遞方式的競爭,更甚者ROP則數的減少連帶使的新聞版面亦
跟著減少(因為新聞版面須維持一定比例) ,進而減少對讀者的實用性。

Stan Lipsey became Publisher of the Buffalo News at midyear upon the
retirement of Henry Urban. Henry never flinched during the dark days of
litigation and losses following our introduction of the Sunday paper - an
introduction whose wisdom was questioned by many in the newspaper
business, including some within our own building. Henry is admired by
the Buffalo business community, he’s admired by all who worked for him,
and he is admired by Charlie and me. Stan worked with Henry for several
years, and has worked for Berkshire Hathaway since 1969. He has been
personally involved in all nuts-and-bolts aspects of the newspaper
business from editorial to circulation. We couldn’t do better.

Stan Lipsey在年中接替Henry Urban成為水牛城日報的發行人,Henry在日報因發
行週日版而面對訴頌與損失的灰暗時期從未退縮,當時這項決定受到許多當地新聞同
業質疑,但Henry仍受到水牛城日報所有員工,也包含我與 Charlie的敬重,Stan
跟Henry從1969年起便為Berkshire工作,它對於水牛城日報從編輯到發行的大小
事務親身參與,他的表現無與倫比。

See’s Candy Shops

喜斯糖果

The financial results at See’s continue to be exceptional. The
business possesses a valuable and solid consumer franchise and a manager
equally valuable and solid.

喜斯糖果的經營表現依舊亮麗,它擁有可貴而穩固的客戶基礎與管理階層。

In recent years See’s has encountered two important problems, at least
one of which is well on its way toward solution. That problem concerns
costs, except those for raw materials. We have enjoyed a break on raw
material costs in recent years though so, of course, have our competitors.
One of these days we will get a nasty surprise in the opposite direction. In
effect, raw material costs are largely beyond our control since we will, as a
matter of course, buy the finest ingredients that we can, regardless of
changes in their price levels. We regard product quality as sacred.

近年來喜斯遇到兩個重大的難題,所幸其中至少有一個已找到解決的方法,這問題與
成本有關,不過不是指原料成本,雖然我們跟競爭同業比原料成本較高,而若這種情
況相反的會我們反而會不高興,事實上原料成本是我們較無法控制的,因為不管價格
如何變化,我們所使用皆屬最上等的的原料,我們視產品品質為最重要的一點。

But other kinds of costs are more controllable, and it is in this area
that we have had problems. On a per-pound basis, our costs (not
including those for raw materials) have increased in the last few years at a
rate significantly greater than the increase in the general price level. It is
vital to our competitive position and profit potential that we reverse this
trend.

但在其它成本卻是我們所可以控制的,不過問題卻出在這身上,我們的成本(以每磅為
基本單位,但不包括原料成本)增加的速度遠高於一般物價水準,若要扭轉現在的競爭
劣勢與獲利危機,降低成本絕對有其必要性。

In recent months much better control over costs has been attained and
we feel certain that our rate of growth in these costs in 1984 will be below
the rate of inflation. This confidence arises out of our long experience
with the managerial talents of Chuck Huggins. We put Chuck in charge the
day we took over, and his record has been simply extraordinary, as shown
by the following table:

所幸最近幾個月,成本已受到有效控制,相信1984年的成本增加率將會低於通貨膨
脹,這自信源自於我們與Chuck多年來共事的經驗,打從我們買下喜斯以來便由他負
責,而他的表現就如同下表一樣有目共睹:

52-53 Week Year Operating Number of Number of

Ended About Sales Profits Pounds of Stores Open

December 31 Revenues After Taxes Candy Sold at Year End

------------------- ------------ ----------- ---------- -----------

1983 (53 weeks) ... $133,531,000 $13,699,000 24,651,000 207

1982 .............. 123,662,000 11,875,000 24,216,000 202

1981 .............. 112,578,000 10,779,000 24,052,000 199

1980 .............. 97,715,000 7,547,000 24,065,000 191

1979 .............. 87,314,000 6,330,000 23,985,000 188

1978 .............. 73,653,000 6,178,000 22,407,000 182

1977 .............. 62,886,000 6,154,000 20,921,000 179

1976 (53 weeks) ... 56,333,000 5,569,000 20,553,000 173

1975 .............. 50,492,000 5,132,000 19,134,000 172

1974 .............. 41,248,000 3,021,000 17,883,000 170

1973 .............. 35,050,000 1,940,000 17,813,000 169

1972 .............. 31,337,000 2,083,000 16,954,000 167

The other problem we face, as the table suggests, is our recent
inability to achieve meaningful gains in pounds sold. The industry has the
same problem. But for many years we outperformed the industry in this
respect and now we are not.

我們面臨的另一個問題,如上表中可看到的是我們在實際售出的糖果磅數停滯不前,
事實上這是這個行業普遍遇到的困難,只是過去我們的表現明顯優於同業,不過現在
卻一樣慘。

The poundage volume in our retail stores has been virtually
unchanged each year for the past four, despite small increases every year in
the number of shops (and in distribution expense as well). Of course,
dollar volume has increased because we have raised prices significantly.
But we regard the most important measure of retail trends to be units sold
per store rather than dollar volume. On a same-store basis (counting only
shops open throughout both years) with all figures adjusted to a 52-week
year, poundage was down .8 of 1% during 1983. This small decline was
our best same-store performance since 1979; the cumulative decline since
then has been about 8%. Quantity-order volume, about 25% of our total,
has plateaued in recent years following very large poundage gains
throughout the 1970s.

過去四年來我們平均每家分店賣出的糖果數事實上無多大變化,儘管分店數有所增加
(而銷售費用有同樣增加),當然營業額因我們大幅調漲售價而增加許多,但我們認為
衡量一家店經營績效的標準在於每家分店賣出糖果磅數而非銷售額,1983年平均一
家店的銷售量減少了0.8%,不過這已是1979年來較好的表現了,累計的降幅約達
8%,團體訂購量(約佔整體銷售的25%)在經過1970年代成長高峰後已停滯不前。

We are not sure to what extent this flat volume - both in the retail
shop area and the quantity order area - is due to our pricing policies and to
what extent it is due to static industry volume, the recession, and the
extraordinary share of market we already enjoy in our primary marketing
area. Our price increase for 1984 is much more modest than has been the
case in the past few years, and we hope that next year we can report better
volume figures to you. But we have no basis to forecast these.

我們不確定分店與團體訂購的銷售量無法增加主要是受到我們的訂價策略,還是景氣
蕭條抑或是我們的市場佔有率太高的影響,不過1984年我們調漲的幅度較以往幾年
溫和,希望明年跟各位報告的銷售量能因此增加,不過我們卻無任何依據能保證這種
情況一定發生。

Despite the volume problem, See’s strengths are many and important.
In our primary marketing area, the West, our candy is preferred by an
enormous margin to that of any competitor. In fact, we believe most
lovers of chocolate prefer it to candy costing two or three times as much.
(In candy, as in stocks, price and value can differ; price is what you give,
value is what you get.) The quality of customer service in our shops -
operated throughout the country by us and not by franchisees is every bit
as good as the product. Cheerful, helpful personnel are as much a
trademark of See’s as is the logo on the box. That’s no small achievement
in a business that requires us to hire about 2000 seasonal workers. We
know of no comparably-sized organization that betters the quality of
customer service delivered by Chuck Huggins and his associates.

除了銷量的問題,喜斯具有多項且重要的競爭優勢,在我們主要的銷售地區-西部,
我們的糖果為消費者所偏愛,他們甚至願意用多花二三倍的價錢來享受(糖果就如同股
票一樣,價格與價值乃有所不同,價格是指你所付出的,而價值卻是指你所得到的) ,
我們全美直營店服務的品質跟我們的產品一樣好,親切貼心的服務人員就跟包裝上的
商標一樣,以一家僱用二千名季節性員工的企業來說,可是不容易辦到的,這都要歸
功於Chuck與所有同仁的努力。

Because we have raised prices so modestly in 1984, we expect See’s
profits this year to be about the same as in 1983.

而由於我們在1984年僅微幅調整價格,所以預期明年度的獲利只與今年相當。

Insurance - Controlled Operations

保險事業營運

We both operate insurance companies and have a large economic
interest in an insurance business we don’t operate, GEICO. The results for
all can be summed up easily: in aggregate, the companies we operate and
whose underwriting results reflect the consequences of decisions that were
my responsibility a few years ago, had absolutely terrible results.
Fortunately, GEICO, whose policies I do not influence, simply shot the lights
out. The inference you draw from this summary is the correct one. I
made some serious mistakes a few years ago that came home to roost.

我們本身除了經營保險業外,這項產業還擁有龐大的投資部位,而這些由本人作決策
的事業,其經營成果顯而易見的很慘,所幸那些不受本人控制的部份,如GEICO表現
傑出,才避免整個集團經營亮起紅燈,沒錯你心裏想的完全正確,幾年前我犯下的錯
誤如今已找上門來了。

The industry had its worst underwriting year in a long time, as
indicated by the table below:

整個產業如下表所示,已低迷了好幾個年頭:

Yearly Change Combined Ratio

in Premiums after Policy-

Written (%) holder Dividends

------------- ----------------

1972 .................... 10.2 96.2

1973 .................... 8.0 99.2

1974 .................... 6.2 105.4

1975 .................... 11.0 107.9

1976 .................... 21.9 102.4

1977 .................... 19.8 97.2

1978 .................... 12.8 97.5

1979 .................... 10.3 100.6

1980 .................... 6.0 103.1

1981 .................... 3.9 106.0

1982 (Revised) .......... 4.4 109.7

1983 (Estimated) ........ 4.6 111.0

Source: Best’s Aggregates and Averages.

Best’s data reflect the experience of practically the entire industry,
including stock, mutual, and reciprocal companies. The combined ratio
represents total insurance costs (losses incurred plus expenses) compared
to revenue from premiums; a ratio below 100 indicates an underwriting
profit and one above 100 indicates a loss.

資料明白顯示出目前整個產業,包括股市、共同基金與互助會所面臨的慘況,
Combined Ratio綜合比率代表所有的保險成本(發生的理賠損失加上費用)佔保費收
入的比重,一百以下表示有核保利益,反之則發生虧損。

For the reasons outlined in last year’s report, we expect the poor
industry experience of 1983 to be more or less typical for a good many
years to come. (As Yogi Berra put it: “It will be deja vu all over again.”) That
doesn’t mean we think the figures won’t bounce around a bit; they are
certain to. But we believe it highly unlikely that the combined ratio during
the balance of the decade will average significantly below the 1981-1983
level. Based on our expectations regarding inflation - and we are as
pessimistic as ever on that front - industry premium volume must grow
about 10% annually merely to stabilize loss ratios at present levels.

如同去年我們所揭示的原因,我們認為1983年的慘況仍將持續好幾個年頭,(正如
Yogi所說:又是déja vu.一種似成相似的感覺),不過並不表示情況不會好轉,事實上
一定會,只是要未來幾年的平均綜合比率明顯低於前幾年的水準將不太可能,基於對
通貨膨脹的預期,除非保費收入每年以超過10%成長,否則損失比率將很難壓到比現
在的水準還低。

Our own combined ratio in 1983 was 121. Since Mike Goldberg
recently took over most of the responsibility for the insurance operation, it
would be nice for me if our shortcomings could be placed at his doorstep
rather than mine. But unfortunately, as we have often pointed out, the
insurance business has a long lead-time. Though business policies may
be changed and personnel improved, a significant period must pass before
the effects are seen. (This characteristic of the business enabled us to
make a great deal of money in GEICO; we could picture what was likely to
happen well before it actually occurred.) So the roots of the 1983 results
are operating and personnel decisions made two or more years back when I
had direct managerial responsibility for the insurance group.

我們自己的綜合比率是121,由於最近Mike Goldberg以接手負責保險事業的經營,
所以這個燙手山竽交給他來解決,要比本人親自處理要來得好得多了,然而不幸的是,
保險這行業前置期很長,雖然企業政策與人員可隨時改進,但其效果卻須要相當長的
一段時間才能顯現,(事實上我們就靠這點在投資GEICO上,賺了很多錢,我們可以
在公司營運效益真正顯現之前,先一步預期) ,所以目前的窘境事實上是我兩、三年
前直接負責營運時所捅下的僂子。

Despite our poor results overall, several of our managers did truly
outstanding jobs. Roland Miller guided the auto and general liability
business of National Indemnity Company and National Fire and Marine
Insurance Company to improved results, while those of competitors
deteriorated. In addition, Tom Rowley at Continental Divide Insurance -
our fledgling Colorado homestate company - seems certain to be a winner.
Mike found him a little over a year ago, and he was an important
acquisition.

所以儘管整體表現不佳,但其中仍有幾位經理人表現傑出,Roland所領導的National
Indemnity在同業對手一片慘淡時,一支獨秀,而Tom在Colorado展露頭角,我
們可說是挖到寶了。

We have become active recently - and hope to become much more
active - in reinsurance transactions where the buyer’s overriding concern
should be the seller’s long-term creditworthiness. In such transactions
our premier financial strength should make us the number one choice of
both claimants and insurers who must rely on the reinsurer’s promises for a
great many years to come.

近來我們在再保險領域的表現極為活躍,而事實上我們希望能夠再更活躍一些,在這
行投保者相當注重承保者長期的債信以確保其對之多年後的承諾得以實現,這一點
Berkshire所提供堅實的財務實力使我們成為客戶倚賴的首選。

A major source of such business is structured settlements - a
procedure for settling losses under which claimants receive periodic
payments (almost always monthly, for life) rather than a single lump sum
settlement. This form of settlement has important tax advantages for the
claimant and also prevents his squandering a large lump-sum payment.
Frequently, some inflation protection is built into the settlement. Usually
the claimant has been seriously injured, and thus the periodic payments
must be unquestionably secure for decades to come. We believe we offer
unparalleled security. No other insurer we know of - even those with
much larger gross assets - has our financial strength.

這行生意的來源主要是終身賠償(Structured Settlement)即損害請求者每月定期領
取賠償費直到終身而非一次給付,這對請求者來說可享受稅賦上的優惠,也可避免一
下子把賠償款花得精光,通常這些被害人皆嚴重傷殘,所以分次給付可確保其往後數
十年的衣食無虞,而關於這點我們自認為可提供無與倫比的保障,其他再保業者,即
使其資產再雄厚,也沒有比我們更堅強的財務實力。

We also think our financial strength should recommend us to
companies wishing to transfer loss reserves. In such transactions, other
insurance companies pay us lump sums to assume all (or a specified
portion of) future loss payments applicable to large blocks of expired
business. Here also, the company transferring such claims needs to be
certain of the transferee’s financial strength for many years to come.
Again, most of our competitors soliciting such business appear to us to
have a financial condition that is materially inferior to ours.

我們也想過或許靠著本身堅強的財務實力,可承受有意願移轉其損失賠償準備的公
司,在這類個案中,保險公司一次付給我們一大筆錢,以承擔未來所有(或一大部份)
須面臨的損害賠償,當然相對的受託人要讓委託人對其未來年度的財務實力有信心,
在這一點上我們的競爭力明顯優於同業。

Potentially, structured settlements and the assumption of loss reserves
could become very significant to us. Because of their potential size and
because these operations generate large amounts of investment income
compared to premium volume, we will show underwriting results from
those businesses on a separate line in our insurance segment data. We
also will exclude their effect in reporting our combined ratio to you. We
“front end” no profit on structured settlement or loss reserve transactions,
and all attributable overhead is expensed currently. Both businesses are
run by Don Wurster at National Indemnity Company.

前述兩項業務對我們而言極具潛力,且因為它們的規模與預計可產生的投資利益大到
讓我們特別將其承銷成績,包括綜合比率 另行列示,這兩項業務皆由National
Indemnity的Don 負責。

Insurance - GEICO

GEICO保險

Geico’s performance during 1983 was as good as our own insurance
performance was poor. Compared to the industry’s combined ratio of 111,
GEICO wrote at 96 after a large voluntary accrual for policyholder dividends.
A few years ago I would not have thought GEICO could so greatly
outperform the industry. Its superiority reflects the combination of a truly
exceptional business idea and an exceptional management.

GEICO在1983年的表現之好,其程度跟我們自己掌管的保險事業差勁的程度恰成對
比,跟同業平均水準111相比,GEICO在加計預估分配給保戶的股利後的數字為96,
在這之前我從不認為它能夠表現的如此之好,這都要歸功於優異的企業策略與經營階
層。

Jack Byrne and Bill Snyder have maintained extraordinary discipline in
the underwriting area (including, crucially, provision for full and proper loss
reserves), and their efforts are now being further rewarded by significant
gains in new business. Equally important, Lou Simpson is the class of the
field among insurance investment managers. The three of them are some
team.

Jack與Bill在核保部們一貫維持著良好的紀律(其中包含最重要的適當地損失準備提
列)而他們的努力從新事業的開展有成獲得了回報,加上投資部門的Lou Simpson,
這三個人組成了保險業的夢幻隊伍。

We have approximately a one-third interest in GEICO. That gives us a
$270 million share in the company’s premium volume, an amount some
80% larger than our own volume. Thus, the major portion of our total
insurance business comes from the best insurance book in the country.
This fact does not moderate by an iota the need for us to improve our own
operation.

我們擁有GEICO大約三分之一的股權,依比例約擁有二億七千萬的保費收入量,這比
我們本身自有的業務還多80%,所以可以這麼說我們擁有的是全美最優質的保險業
務,但這並不代表我們就不需改進自有的保險業務。

Stock Splits and Stock Activity

股票分割及股權交易

We often are asked why Berkshire does not split its stock. The
assumption behind this question usually appears to be that a split would be
a pro-shareholder action. We disagree. Let me tell you why.

有人常問為什麼Berkshire不分割它的股票,而這個問題通常是建立在這個動作將會
對股東有利的假設基礎之上,不過我們並不認同這點,讓我告訴你為什麼。

One of our goals is to have Berkshire Hathaway stock sell at a price
rationally related to its intrinsic business value. (But note “rationally
related”, not “identical”: if well-regarded companies are generally selling in
the market at large discounts from value, Berkshire might well be priced
similarly.) The key to a rational stock price is rational shareholders, both
current and prospective.

我們有一個目標是希望Berkshire的股價能與其本身擁有的實質價值成正相關(請注
意是合理的正相關而非完全一致,因為如果一般績優公司的股價遠低於其真正價值的
話,Berkshire也很難免除在外) ,而一個公司要維持合理的股價跟其所背後的股東
有很大關係。

If the holders of a company’s stock and/or the prospective buyers
attracted to it are prone to make irrational or emotion-based decisions,
some pretty silly stock prices are going to appear periodically.
Manic-depressive personalities produce manic-depressive valuations.
Such aberrations may help us in buying and selling the stocks of other
companies. But we think it is in both your interest and ours to minimize
their occurrence in the market for Berkshire.

若公司的股東與潛在的買家主要都是基於非理性或情緒性而投資該公司股票,則公司
股票便會不時出現很離譜的價格,躁鬱的人格會導致躁鬱的價格,這種性格甚至有助
於我們買賣其它公司的股票,但我們儘量避免這種情況跟Berkshire沾上邊將會對身
為股東的你我有利。

To obtain only high quality shareholders is no cinch. Mrs. Astor could
select her 400, but anyone can buy any stock. Entering members of a
shareholder “club” cannot be screened for intellectual capacity, emotional
stability, moral sensitivity or acceptable dress. Shareholder eugenics,
therefore, might appear to be a hopeless undertaking.

很難確保公司股東皆維持高水準,A太太可依自己喜好選擇其個人的四百檔投資組
合,任何人都可買任何股票,沒有任何公司可依智力、情緒穩定度、道德感或衣著品
味來篩選股東,所以股東優生學基本上是一項不可能的任務。

In large part, however, we feel that high quality ownership can be
attracted and maintained if we consistently communicate our business and
ownership philosophy - along with no other conflicting messages - and
then let self selection follow its course. For example, self selection will
draw a far different crowd to a musical event advertised as an opera than
one advertised as a rock concert even though anyone can buy a ticket to
either.

但大致而言,我們覺得可透過不斷地溝通公司經營哲學以吸引並維持優質的股東群,
進而達到自我篩選的目的。例如一場標榜為歌劇的音樂會,跟另一場以搖滾樂為號召
的演唱會,鐵定會吸引不同的觀眾群來欣賞,雖然任何人皆可自由買票進場。

Through our policies and communications - our “advertisements” - we
try to attract investors who will understand our operations, attitudes and
expectations. (And, fully as important, we try to dissuade those who won’t.)
We want those who think of themselves as business owners and invest in
companies with the intention of staying a long time. And, we want those
who keep their eyes focused on business results, not market prices.

相同地透過不斷地宣傳與溝通,我們希望能夠吸引到認同我們經營理念與期望的股東
(一樣重要的是說服那些不認同的遠離我們)我們希望那些傾向長期投資且把公司當
成是自己事業一樣看待的股東加入我們,大家重視的是公司的經營成果而非短期的股
價波動。

Investors possessing those characteristics are in a small minority, but
we have an exceptional collection of them. I believe well over 90% -
probably over 95% - of our shares are held by those who were shareholders
of Berkshire or Blue Chip five years ago. And I would guess that over 95%
of our shares are held by investors for whom the holding is at least double
the size of their next largest. Among companies with at least several
thousand public shareholders and more than $1 billion of market value, we
are almost certainly the leader in the degree to which our shareholders
think and act like owners. Upgrading a shareholder group that possesses
these characteristics is not easy.

具有這項特質的投資人屬於極少數,但我們卻擁有不少,我相信大概有90%(甚至可能
超過95%)的股東投資Berkshire或Blue Chips已達五年以上,另外95%的股東,其
持有的Berkshire股票價值比起其本身第二大持股超過兩倍以上,在股東上千人,市
值超過十億的公司中,我敢保證Berkshire的股東與經營者的想法是最能契合的,我
們很難再將我們股東的素質再加以提升。

Were we to split the stock or take other actions focusing on stock price
rather than business value, we would attract an entering class of buyers
inferior to the exiting class of sellers. At $1300, there are very few
investors who can’t afford a Berkshire share. Would a potential one-share
purchaser be better off if we split 100 for 1 so he could buy 100 shares?
Those who think so and who would buy the stock because of the split or in
anticipation of one would definitely downgrade the quality of our present
shareholder group. (Could we really improve our shareholder group by
trading some of our present clear-thinking members for impressionable
new ones who, preferring paper to value, feel wealthier with nine $10 bills
than with one $100 bill?) People who buy for non-value reasons are likely to
sell for non-value reasons. Their presence in the picture will accentuate
erratic price swings unrelated to underlying business developments.

如果我們將公司的股票分割,同時採行一些注重公司股價而非企業價值的動作,我們
因此吸引到的新進股東其素質可能要比離開的股東差得多,當Berkshire的股價為
1,300美元時,很少有人負擔得起,對於買得起一股的人來說,將股票分割為一百股
對他來說並無任何影響,而那些認為有差別且真的因為我們股票分割而買進的人肯定
會將我們現有的股東水準往下拉(難到我們犧牲到那些原有思想透澈換來一堆認為九
張十元鈔要比一張百元鈔好的蛋頭真得能夠提昇整個股東團隊的素質嗎?)人們若非基
於價值而買進股票早晚也會基於相同原因賣掉股票,他們的加入只會使公司的股價偏
離價值面而作不合理的波動。

We will try to avoid policies that attract buyers with a short-term focus
on our stock price and try to follow policies that attract informed long-term
investors focusing on business values. just as you purchased your Berkshire
shares in a market populated by rational informed investors, you deserve a
chance to sell - should you ever want to - in the same kind of market. We
will work to keep it in existence.

所以我們儘量避免那些會招來短期投機客的舉動,而採取那些會吸引長線價值型投資
者的政策,就像你在佈滿這類型投資者的股票市場中買進Berkshire的股票,你也可
以在相同的市場中賣出,我們儘量維持這種理想的狀態。

One of the ironies of the stock market is the emphasis on activity.
Brokers, using terms such as “marketability” and “liquidity”, sing the praises
of companies with high share turnover (those who cannot fill your pocket
will confidently fill your ear). But investors should understand that what is
good for the croupier is not good for the customer. A hyperactive stock
market is the pickpocket of enterprise.

股票市場上諷刺的一點是太過於重視變動性,經紀商稱之為流動性與變現性,對那些
高週轉率的公司大加讚揚(那些無法讓你口袋麥可麥可的人,一定會讓你的耳朵不得閒)
但投資人必須有所認知,那就是凡事對莊家有利的一定對賭客不利,而過熱的股市跟
賭場沒有兩樣。

For example, consider a typical company earning, say, 12% on equity.
Assume a very high turnover rate in its shares of 100% per year. If a
purchase and sale of the stock each extract commissions of 1% (the rate
may be much higher on low-priced stocks) and if the stock trades at book
value, the owners of our hypothetical company will pay, in aggregate, 2% of
the company’s net worth annually for the privilege of transferring
ownership. This activity does nothing for the earnings of the business,
and means that 1/6 of them are lost to the owners through the “frictional”
cost of transfer. (And this calculation does not count option trading, which
would increase frictional costs still further.)

假設一家公司的股東權益報酬率為12%,而其股票年週轉率為百分之百,又若買賣股
票須抽1%的手續費(低價股的費率可能還更高)而公司股票以帳面淨值進行交易,這樣
算下來光是每年股權移轉的交易成本便佔去淨值的百分之二,且對公司的穫利一點幫
助都沒有,(這還不包括選擇權交易,後者將會使這項磨擦成本更上一層樓)。

All that makes for a rather expensive game of musical chairs. Can
you imagine the agonized cry that would arise if a governmental unit were
to impose a new 16 2/3% tax on earnings of corporations or investors? By
market activity, investors can impose upon themselves the equivalent of
such a tax.

玩這種大風吹的遊戲實在是有點划不來,若是政府突然宣布調高企業或個人所得稅
16%時,相信大家一定都會跳起來,但過度重視變動性的結果便是要付出這樣的代價。

Days when the market trades 100 million shares (and that kind of
volume, when over-the-counter trading is included, is today abnormally
low) are a curse for owners, not a blessing - for they mean that owners are
paying twice as much to change chairs as they are on a 50-million-share
day. If 100 million-share days persist for a year and the average cost on
each purchase and sale is 15 cents a share, the chair-changing tax for
investors in aggregate would total about $7.5 billion - an amount roughly
equal to the combined 1982 profits of Exxon, General Motors, Mobil and
Texaco, the four largest companies in the Fortune 500.

過去在每天交易量約一億股的年代(以今日的水準算是相當低的了) ,對所有權人來說
是絕對是禍不是福,因為那代表大家要付出二倍於五千萬股交易量的成本,又假設每
買賣一股的交易成本為十五分錢,則一年累積下來約要花費75億美金的代價,這相
當於愛克森石油、通用動力、通用汽車與太古石油這四家全美最大企業的年度盈餘加
總。

These companies had a combined net worth of $75 billion at yearend
1982 and accounted for over 12% of both net worth and net income of the
entire Fortune 500 list. Under our assumption investors, in aggregate,
every year forfeit all earnings from this staggering sum of capital merely to
satisfy their penchant for “financial flip-flopping”. In addition, investment
management fees of over $2 billion annually - sums paid for
chair-changing advice - require the forfeiture by investors of all earnings of
the five largest banking organizations (Citicorp, Bank America, Chase
Manhattan, Manufacturers Hanover and J. P. Morgan). These expensive
activities may decide who eats the pie, but they don’t enlarge it.

這些公司以1982年底計有750億美元淨值,約佔財富雜誌五百大企業淨值與獲利的
12%,換句話說投資人只因為手癢而將手中股票換來換去的代價等於是耗去這些大企
業辛苦一年的所得,若再加計約20億投資管理費的話,更相當於全美前五大金融機
構(花旗、美國銀行、大通銀行、漢華銀行與摩根銀行)獲利的總和,這昂貴的遊戲只
是用來決定誰能吃這塊餅,但沒有一點辦法讓餅變得更大。

(We are aware of the pie-expanding argument that says that such
activities improve the rationality of the capital allocation process. We think
that this argument is specious and that, on balance, hyperactive equity
markets subvert rational capital allocation and act as pie shrinkers. Adam
Smith felt that all noncollusive acts in a free market were guided by an
invisible hand that led an economy to maximum progress; our view is that
casino-type markets and hair-trigger investment management act as an
invisible foot that trips up and slows down a forward-moving economy.)

(我知道有一種論點說這過程能使資金作更有效的配置,但我們卻懷疑其可信度,相反
的過熱的股市反而妨礙的資金合理的配置,反而使餅變得更小。亞當史密斯說:自由市
場中有一隻看不見的大手能導引經濟社會使其利益極大化,我們的看法是-賭場般的
股市與神經質的投資行為彷彿是一隻看不見的大腳礙手礙腳地拖累了經濟社會向前發
展。

Contrast the hyperactive stock with Berkshire. The bid-and-ask
spread in our stock currently is about 30 points, or a little over 2%.
Depending on the size of the transaction, the difference between proceeds
received by the seller of Berkshire and cost to the buyer may range
downward from 4% (in trading involving only a few shares) to perhaps 1
1/2% (in large trades where negotiation can reduce both the
market-maker’s spread and the broker’s commission). Because most
Berkshire shares are traded in fairly large transactions, the spread on all
trading probably does not average more than 2%.

與那些過熱的股票相比,Berkshire目前的買賣價差約為30點,或大約2% ,依據
交易量大小的不同,買賣雙方所需支付的成本約略從4%(只買賣幾股)遞減至1 1/2
%(若量大的話可以議價方式降低差價與手續費),而Berkshire的股票交易單量通常較
大,故平均成本不超過2%。

Meanwhile, true turnover in Berkshire stock (excluding inter-dealer
transactions, gifts and bequests) probably runs 3% per year. Thus our
owners, in aggregate, are paying perhaps 6/100 of 1% of Berkshire’s
market value annually for transfer privileges. By this very rough estimate,
that’s $900,000 - not a small cost, but far less than average. Splitting the
stock would increase that cost, downgrade the quality of our shareholder
population, and encourage a market price less consistently related to
intrinsic business value. We see no offsetting advantages.

同時Berkshire股票的週轉率(扣除盤商間交易與親屬贈與)每年約僅3%,也就是說總
的而言,Berkshire股東每年所付出的交易成本約佔其市值的萬分之六,粗估約為90
萬美金(這筆金額不少,但遠低於市場平均) ,股票分割會增加交易成本,降低股東素
質並鼓勵公司股價與其實質價值悖離,我們想不到有任何一點好處。

Miscellaneous

其他事項

Last year in this section I ran a small ad to encourage acquisition
candidates. In our communications businesses we tell our advertisers that
repetition is a key to results (which it is), so we will again repeat our
acquisition criteria.

去年這時我登了一小段廣告尋求可能的購併對象,在我們的新聞事業我們告訴廣告主
重複刊登便會有結果(事實上是如此),所以今年我再複述一次我們購併的標準:

We prefer:

(1) large purchases (at least $5 million of after-tax

earnings),

(2) demonstrated consistent earning power (future

projections are of little interest to us, nor are

“turn-around” situations),

(3) businesses earning good returns on equity while

employing little or no debt,

(4) management in place (we can’t supply it),

(5) simple businesses (if there’s lots of technology, we

won’t understand it),

(6) an offering price (we don’t want to waste our time or

that of the seller by talking, even preliminarily,

about a transaction when price is unknown).

我們對具以下條件的公司有興趣:

(1)鉅額交易(每年稅後盈餘至少有五百萬美元)
(2)持續穩定獲利(我們對有遠景或具轉機的公司沒興趣)
(3)高股東報酬率(並甚少舉債)
(4)具備管理階層(我們無法提供)
(5)簡單的企業(若牽涉到太多高科技,我們弄不懂)
(6)合理的價格(在價格不確定前,我們不希望浪費自己與對方太多時間)

We will not engage in unfriendly takeovers. We can promise complete
confidentiality and a very fast answer - customarily within five minutes - as
to whether we’re interested. We prefer to buy for cash, but will consider
issuance of stock when we receive as much in intrinsic business value as we
give. We invite potential sellers to check us out by contacting people with
whom we have done business in the past. For the right business - and the
right people - we can provide a good home.

我們不會進行敵意購併,並承諾完全保密並儘快答覆是否感興趣(通常不超過五分
鐘) ,我們傾向採現金交易,除非我們所換得的實質價值跟我們付出的一樣多,否則
不考慮發行股份。我們歡迎可能的賣方與那些過去與我們合作過的對象打聽,對於那
些好的公司與好的經營階層,我們可以提供一個好的歸屬。

* * * * *

About 96.4% of all eligible shares participated in our 1983
shareholder-designated contributions program. The total contributions
made pursuant to this program - disbursed in the early days of 1984 but
fully expensed in 1983 - were $3,066,501, and 1353 charities were
recipients. Although the response measured by the percentage of shares
participating was extraordinarily good, the response measured by the
percentage of holders participating was not as good. The reason may well
be the large number of new shareholders acquired through the merger and
their lack of familiarity with the program. We urge new shareholders to
read the description of the program on pages 52-53.

今年的股東指定捐贈計劃約有96.4%的有效票參與,總計在1984年初(帳列1983
年)捐出的款項分配給1,353家慈善機構,共計約三百萬美元,雖然股東回覆佔股權
的比率頗高,但佔股東總數的比率卻不甚理想,主要的原因可能是新購併進來的股東
人數較多且不熟悉本計劃的內容,我們建議新股東趕快閱讀相關資訊。

If you wish to participate in future programs, we strongly urge that
you immediately make sure that your shares are registered in the actual
owner’s name, not in “street” or nominee name. Shares not so registered
on September 28, 1984 will not be eligible for any 1984 program.

若你也想參加的話,我們強烈建議你趕快把股份從經紀人那兒改登記於自己的名下。
各位必須在1984年9月28日之前完成登記,才有權利參與1984年的捐贈計畫。

* * * * *

The Blue Chip/Berkshire merger went off without a hitch. Less than
one-tenth of 1% of the shares of each company voted against the merger,
and no requests for appraisal were made. In 1983, we gained some tax
efficiency from the merger and we expect to gain more in the future.

Blue Chips與Berkshire的合併案順利完成,僅有低於0.1%的股東表示反對,也沒
有人要求再評估,在1983年我們因而獲得了一些租稅上的優惠,我們預期往後幾年
能夠再獲得一些。

One interesting sidelight to the merger: Berkshire now has 1,146,909
shares outstanding compared to 1,137,778 shares at the beginning of fiscal
1965, the year present management assumed responsibility. For every 1%
of the company you owned at that time, you now would own .99%. Thus, all
of today’s assets - the News, See’s, Nebraska Furniture Mart, the Insurance
Group, $1.3 billion in marketable stocks, etc. - have been added to the
original textile assets with virtually no net dilution to the original owners.

此外整個合併案有個小插曲,相較於1965年現有經營階層接手時的1,137,778股,
Berkshire現今有1,146,909股流通在外,若你當初持有1%的股權約等於現在的
0.99%股權,不過Berkshire的資產已從過去單純的紡織機器設備廠房,增加為擁有
新聞、糖果、家具與保險事業,外加13億美金的有價證券。

We are delighted to have the former Blue Chip shareholders join us.
To aid in your understanding of Berkshire Hathaway, we will be glad to send
you the Compendium of Letters from the Annual Reports of 1977-1981,
and/or the 1982 Annual report. Direct your request to the Company at
1440 Kiewit Plaza, Omaha, Nebraska 68131.

我們歡迎原來是Blue Chips的股東加入我們,為了幫助你們對Berkshire有進一步
的認識,只要來信索取我們很願意將1977-1982的年報寄給各位。

Warren E. Buffett

March 14, 1984 Chairman of the Board

 

華倫.巴菲特

董事會主席

1984年3月14日

 

Appendix

附錄

 

Goodwill and its Amortization: The Rules and The Realities

商譽及其攤銷:規定與現實

This appendix deals only with economic and accounting Goodwill – not the
goodwill of everyday usage. For example, a business may be well liked,
even loved, by most of its customers but possess no economic goodwill.
(AT&T, before the breakup, was generally well thought of, but possessed
not a dime of economic Goodwill.) And, regrettably, a business may be
disliked by its customers but possess substantial, and growing, economic
Goodwill. So, just for the moment, forget emotions and focus only on
economics and accounting.

本附錄探討的主要是經濟與會計上的商譽,而不是一般日常我們所說得商譽,舉例來
說,一家企業或許備受消費大眾所喜愛,但卻沒有任何經濟上的商譽,就像是分割前
的AT&T,這家一般人耳熟能詳的公司,但卻沒有半點經濟商譽,從另一個角度來看,
一家被眾人所痛恨的公司卻可能擁有極高的經濟商譽,所以現在請大家把情感擺在一
旁,專注在經濟與會計上的商譽。

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".

當一家公司被購併後,會計原則要求購買價格優先分攤到有形可辨認資產的公平價值
之上,這些資產的總價值(在扣除負債之後),通常會小於實際交易的價格,在此情況
下,剩下的差額就會被歸類到「淨資產公平價值超過收購成本差額」會計科目項下,
之後未免過於拗口,我們將之簡稱為「商譽」。

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月前購併所產生的會計商譽,除非在特殊的情況下,只要被購併的企
業留存,資產負債表上的資產可以繼續保留下來,這代表不必對逐漸耗損的資產予以
攤銷導致盈餘受到侵蝕。

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11月以後發生的購併案,其處理方式就完全不同,這類交易所產生商
譽,必須在40年的期限內按年平均攤銷完畢,而由於最高上限是40年,所以經營階
層(包含我們)大多以40年為期,這類商譽的攤銷在稅法上不得列為扣抵,所以對於稅
後盈餘的影響是其他費用的兩倍。

That’s how accounting Goodwill works. To see how it differs from economic
reality, let’s look at an example close at hand. We’ll round some figures,
and greatly oversimplify, to make the example easier to follow. We’ll also
mention some implications for investors and managers.

這是會計商譽運作的基本模式,讓我們看看這與經濟上實質有何不同,舉個最近的個
案來說,當然為了讓大家更容易明瞭,我們將一些數字大幅簡化,。

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.

藍籌郵票在1972年初以2,500萬美元買下喜斯糖果,當時喜斯的帳面資產淨值約為
800萬美元,(在之後的討論中,為便於企業分析,應收帳款將被歸類為有形資產),
有了這些資產,喜斯不必舉債便能從事各項業務,(除了某些特殊的季節因素),當時
喜斯每年的稅後盈餘約為200百萬美元,這約當是該公司未來獲利能力的保守估計。

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.

所以我們學到的第一課:企業運用資產所產生的盈餘,如果能夠高於市場平均報酬率,
其價值通常超過淨資產價值,而這些超額盈餘的資本化價值就稱之為商譽。

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.

1972年(就算現在也一樣)很少有企業可以像喜斯這樣每年賺取25%的稅後利潤,特
別是考量其保守的會計處理方式以及無負債槓桿的經營,所依靠的並非帳上存貨應收
或廠房等有形資產,而是看不到的無形資產,特別是喜斯產品與員工深植在顧客心中
無數的歡樂感覺所創造出的信譽。

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.

這樣的信譽建立起一個特殊的寡佔企業,使其產品售價主要決定於其提供給消費者的
價值,而非廠商生產的成本,消費型寡佔行業是經濟商譽主要的種類之一,其他的種
類還包含不受獲利管制的政府寡佔行業,比方說電視台以及各產業最低成本的生產者
等。

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.

回到原來的會計主題,藍籌郵票在購併喜斯所支付超過有形資產淨值的1,700萬部
份,在會計帳上被列為資產科目,按40年分年攤銷,平均每年425,000列為費用,
到了1983年,在經過11年的攤銷後,原先帳列的1,700萬資產已減為1,250萬,
在此同時,由於Berkshire持有藍籌郵票60%的股權,因此等於間接持有喜斯同等份
的股權,這代表Berkshire的資產負債表間接含有喜斯60%的商譽,約等於750萬
美元。

In 1983 Berkshire acquired the rest of Blue Chip in a merger that required
purchase accounting as contrasted to the "pooling" treatment allowed for
some mergers. Under purchase accounting, the "fair value" of the shares we
gave to (or "paid") Blue Chip holders had to be spread over the net assets
acquired from Blue Chip. This "fair value" was measured, as it almost always
is when public companies use their shares to make acquisitions, by the
market value of the shares given up.

1983年經由購併Berkshire取得藍籌郵票所有剩餘的股份,在該合併案中,會計原
則要求採取購買法而非權益合併法,在購買法之下,我們發行股份給(或付給)藍籌郵
票股東的公平價值必須平均分配到從藍籌郵票所取得的所有資產之上,而所謂的公平
價值,在上市公司利用本身股份進行購併時,通常指的是當時市場的交易市價。

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.

買進的資產包含藍籌帳上擁有的所有資產項目(前面已經說過,Berkshire原先已持有
其他的60%),而由於Berkshire付出的遠遠超過藍籌郵票當時帳上的達資產5,170
萬美元,其中有部份分配到對兩家公司的商譽科目,包含喜斯的2,840萬美元及水牛
城晚報的2,330萬美元。

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.

在合併案完成後,Berkshire帳上對喜斯的商譽資產變成有兩個部份,一個是原先攤
銷剩下的750萬美元以及1983年新增的2,840萬美元,而在往後的28年間,每年
必須攤銷的商譽金額也增加為100萬美元,之後從2002年到2013年則減為70萬
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.)

換句話說,購併時點與購併價格的不同,將使得同樣的資產在我們帳上商譽以及後續
攤銷的費用有所不同,(在這裡我們也要再次發表聲明:我們沒有其他更好的會計方法
可以建議,這個問題相當令人傷腦筋,同時涉及個人主觀判斷)。

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.

但現實的情況又是如何呢? 可以肯定的是目前帳上每年攤銷的商譽費用絕對不是實際
的經濟成本,我們知道由於淨資產2,000萬美元的喜斯去年稅後賺了1,300萬美元,
這樣的表現顯示實際的經濟商譽遠大於當初帳列的會計商譽數字,換句話說,當會計
商譽隨著購併案完成後逐漸遞減的同時,經濟商譽卻以不規模的速度大幅增長當中。

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.

另外一個事實就是之後每年所攤銷的商譽費用與現實經濟成本並不相符,當然喜斯的
經濟商譽也不是沒有可能完全消失,但目前完全沒有任何跡象顯示它在萎縮,反而由
於通貨膨脹的緣故,它正以不規模的速度累積當中。

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.

這種可能性極高,因為經濟商譽的名目價值往往會隨著通貨膨脹升高,為了說明背後
的運作過程,讓我們以喜斯以及另一家平凡的公司做為例子,當我們在1972年買下
喜斯時,當時該公司靠著800萬美元的淨資產每年賺取200萬美元的盈餘,現在假
設另外一家平凡的公司,每年同樣可以賺取200萬美元的盈餘,只不過它必須靠
1,800萬的淨資產才能創造出這樣的數字,相較之下,這家淨資產報酬率只有11%的
公司,實在是稱不上有任何經濟商譽。

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.

這樣的公司若要出售,很可能只能以淨資產的價值1,800萬美元賣掉,相較之下,雖
然我們必須支付2,500萬美元買下同樣獲利能力的喜斯,且帳上僅擁有半數這種所謂
「捫心自問」的資產價值,「少」有沒有可能勝「多」呢? 就這個例子而言,答案是
肯定的,就算兩家企業的銷售數量持平,只要我們可以預期,就像當時1972年代,
會有持續的通貨膨脹發生。

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.

要了解崮中緣由,想像一下物價突然暴漲一倍的情況下,兩家企業在通膨高漲的情況
下必須賺取400萬美元,才能維持原有的獲利能力,這看起來或許沒什麼困難,在要
將價格調高一倍,同時維持現有的銷售數量即可,只要毛利率維持不變,獲利自然也
會加倍。

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.

但可惜的是兩家公司很有可能都必須加倍它們在淨資產的名目投資金額,因為通膨加
諸於企業的因子可以說是好壞參半,加倍的銷售金額往往意味著應收帳款與存貨金額
也必須跟著加倍,雖然固定資產反應的速度會比較慢,但還是無法避免這樣的趨勢,
而這些被迫增加的投資完全無法增進投資報酬率,唯一的動機是如何讓企業可以繼續
生存下去,這對企業背後的股東來說,顯然不是件好事。

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.

不過大家要記得喜斯只有區區800萬美元的淨資產,所以它大概只要再投入800萬
美元就可以因應通貨膨脹,相較之下,一般的企業卻可能必須投入超過兩倍,也就是
約當1,800萬美元的資金。

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.)

在所有的事件塵埃落定之後,一般的企業現在每年可賺取400萬美元,其價值可能還
是3,600萬美元,換句話說,股東們投入的每一塊錢,差不多只能得到等值的名目價
值,(這種情況跟把錢存在定存有點類似)。

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.

相較之下,現在每年可以賺取400萬美元的喜斯,在相同的評價基礎下,可能可以值
5,000萬美元,所以在額外投入800萬美元的情況下,可能因而獲得2,500萬美元
的名目價值,也就是每投入一塊錢約可獲得3塊錢的名目價值。

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.

不過請記得就算是像喜斯這樣的公司還是必須被迫投入額外的800萬美元以維持既
有的實質獲利能力,而任何沒有運用財務槓桿公司而完全仰賴淨資產以維持營運的公
司將會因通膨所苦,至於那些不需要有形資產的企業就比較不會受傷害。

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.

當然這樣的現實讓很多人難以接受,多年來傳統的智慧(傳統比較多,智慧比較少)告
訴我們擁有自然資源、廠房設備等有形資產的企業比較能夠抵禦通貨膨脹,(我們確實
是這樣相信著),但事實卻非如此,資產豐富的企業通常報酬率都不高,低到可能連為
因應通膨所需增加的額外投資都不夠,遑論繼續成長、分配盈餘給股東或是購併新事
業。

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.

相反的,有部份企業因為擁有無形資產而較少有形資產在通膨高漲的時代因禍得福累
積驚人的企業財富,在這類公司,名目獲利大幅增長,這些盈餘又可用來大舉購併,
這種現象在通訊產業界尤其明顯,這類產業不須投入大量的有形資產,企業就可以一
直成長,在通膨時代,商譽有如天上掉下來的禮物。

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.

但這樣的說法僅適用於真正的經濟傷預之上的經濟商譽之上,其他眾多虛假的會計商
譽,則完全是另外一回事,當一家過度興奮的公司經營階層以荒謬的價格買下另一家
公司,那麼我們可以看到前面提到的會計訣竅再度發生,由於這項差額實在沒地方擺,
所以只好把它們塞到商譽科目之上,若想到這個科目的產生完全要拜經營階層缺乏管
理紀律所致的話,這個科目應該要從商譽改為「沒有信譽」,不論名稱為何,照規矩
一定會按40年攤銷,而這一時的衝動也將被列為資產的科目,好讓整個購併交易合
理化。

* * * * *

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.

如果你還是堅信目前會計原則對於商譽的處理最能符合經濟的實質的話,我建議你再
思考最後一點。

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%.

假設有一家每股帳面淨值20美元的公司,全部都是有形資產,又假設這家公司發展
出一套相當不錯的行業,或者是它幸運地取得必須由FCC特許的電視台,而且因此依
靠這些有形資產每股賺取5美元,約25%的投資報酬率。

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.

在這樣的情況下,其每股交易市價可能會超過100美元,甚至還有可能以這樣的價格
把整個公司賣出去。

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?

又假設有一個投資人,以100美元買進這家公司的股份,事實上,他支付的每股80
美元的商譽(就像是某家公司買下整家公司一樣),那麼這位投資人是不是也應該每年
從其收益中扣除2美元的攤銷(80美元分40年)? 而答案如果是肯定的話,想想每年
的真正盈餘只有3美元,那麼他是不是應該要重新思考當初買進的價格是否合理?

 

* * * * *

We believe managers and investors alike should view intangible assets from
two perspectives:

我們相信經理人以及投資人應該從以下兩度角度來看待無形資產:

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.

在分析經營成果時,也就是在評估一家公司的競爭能力時,攤銷費用應該要予以忽略,一家公司預期可以依靠無槓桿淨資產賺取的利潤(扣除商譽攤銷費用不計),可以說是該公司營運績效的最佳指標,同時也是衡量這家公司經濟商譽的最佳指標。
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.
在評估企業購併案是否得當時,商譽攤銷也必須予以忽略不計,他們必須從盈餘或是企業的成本中扣除,意思是說,購併商譽必須以原始成本而非攤銷過後的淨額,此外,成本必須定義為包含企業全部的實質價值而非會計的帳面價值,不必理會購併時雙方的股價,也不要管是否能夠適用權益合併法,舉例來說,我們實際支付於購併40%的藍籌郵票有關喜斯與水牛城報紙商譽的金額絕對必當初入帳的5,170萬美元還要高出許多,而差異之所以發生的原因在於當時發行的Berkshire股份其市價遠低於其實質價值,後者才是我們付出的真正成本。
 

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.

當一家公司按照角度一衡量時或許是一個成功的案例,但若按角度二衡量則可能相形
失色,一家好公司不見得永遠就是一件好買賣,雖然那確實是尋找他們的好來源。

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.

我們試著取得依照角度一競爭力強大,同時可以按照角度二獲取合理回報的企業,至
於會計帳面數字則完全不在考量之列。

At yearend 1983, net Goodwill on our accounting books totaled $62 million,
consisting of the $79 million you see stated on the asset side of our
balance sheet, and $17 million of negative Goodwill that is offset against
the carrying value of our interest in Mutual Savings and Loan.

截至1983年底,我們會計帳上的商譽金額總計為6,200萬美元,其中包含大家在資
產負債表右邊看到的7,900萬美元資產,扣除聯合儲貸1,700萬美元的負商譽。

We believe net economic Goodwill far exceeds the $62 million accounting
number.

總之,我們相信實際的經濟商譽遠遠超過目前帳上6,200萬美元的會計數字。
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