巴菲特 2002 年致股东信中英对照整理稿。本年度伯克希尔账面价值增长10.0%,浮存金大幅增加且成本降至1%,讨论了衍生品的巨大风险、公司治理改革、通用再保险的重整以及多项收购。
Note: The following table appears in the printed Annual Report on the facing page of the Chairman's Letter and is referred to in that letter.
注:下表出现在印刷版年度报告董事长信函的扉页,并在该信函中被提及。
Berkshire's Corporate Performance vs. the S&P 500
伯克希尔的公司业绩 vs. 标准普尔500指数
| Year | Annual Percentage Change in Per-Share Book Value of Berkshire (1) | Annual Percentage Change in S&P 500 with Dividends Included (2) | Relative Results (1)-(2) |
|---|---|---|---|
| 1965 | 23.8 | 10.0 | 13.8 |
| 1966 | 20.3 | (11.7) | 32.0 |
| 1967 | 11.0 | 30.9 | (19.9) |
| 1968 | 19.0 | 11.0 | 8.0 |
| 1969 | 16.2 | (8.4) | 24.6 |
| 1970 | 12.0 | 3.9 | 8.1 |
| 1971 | 16.4 | 14.6 | 1.8 |
| 1972 | 21.7 | 18.9 | 2.8 |
| 1973 | 4.7 | (14.8) | 19.5 |
| 1974 | 5.5 | (26.4) | 31.9 |
| 1975 | 21.9 | 37.2 | (15.3) |
| 1976 | 59.3 | 23.6 | 35.7 |
| 1977 | 31.9 | (7.4) | 39.3 |
| 1978 | 24.0 | 6.4 | 17.6 |
| 1979 | 35.7 | 18.2 | 17.5 |
| 1980 | 19.3 | 32.3 | (13.0) |
| 1981 | 31.4 | (5.0) | 36.4 |
| 1982 | 40.0 | 21.4 | 18.6 |
| 1983 | 32.3 | 22.4 | 9.9 |
| 1984 | 13.6 | 6.1 | 7.5 |
| 1985 | 48.2 | 31.6 | 16.6 |
| 1986 | 26.1 | 18.6 | 7.5 |
| 1987 | 19.5 | 5.1 | 14.4 |
| 1988 | 20.1 | 16.6 | 3.5 |
| 1989 | 44.4 | 31.7 | 12.7 |
| 1990 | 7.4 | (3.1) | 10.5 |
| 1991 | 39.6 | 30.5 | 9.1 |
| 1992 | 20.3 | 7.6 | 12.7 |
| 1993 | 14.3 | 10.1 | 4.2 |
| 1994 | 13.9 | 1.3 | 12.6 |
| 1995 | 43.1 | 37.6 | 5.5 |
| 1996 | 31.8 | 23.0 | 8.8 |
| 1997 | 34.1 | 33.4 | 0.7 |
| 1998 | 48.3 | 28.6 | 19.7 |
| 1999 | 0.5 | 21.0 | (20.5) |
| 2000 | 6.5 | (9.1) | 15.6 |
| 2001 | (6.2) | (11.9) | 5.7 |
| 2002 | 10.0 | (22.1) | 32.1 |
| 年份 | 伯克希尔每股账面价值年度变化率 (1) | 含股息的标准普尔500指数年度变化率 (2) | 相对业绩 (1)-(2) |
|---|---|---|---|
| 1965 | 23.8 | 10.0 | 13.8 |
| 1966 | 20.3 | (11.7) | 32.0 |
| 1967 | 11.0 | 30.9 | (19.9) |
| 1968 | 19.0 | 11.0 | 8.0 |
| 1969 | 16.2 | (8.4) | 24.6 |
| 1970 | 12.0 | 3.9 | 8.1 |
| 1971 | 16.4 | 14.6 | 1.8 |
| 1972 | 21.7 | 18.9 | 2.8 |
| 1973 | 4.7 | (14.8) | 19.5 |
| 1974 | 5.5 | (26.4) | 31.9 |
| 1975 | 21.9 | 37.2 | (15.3) |
| 1976 | 59.3 | 23.6 | 35.7 |
| 1977 | 31.9 | (7.4) | 39.3 |
| 1978 | 24.0 | 6.4 | 17.6 |
| 1979 | 35.7 | 18.2 | 17.5 |
| 1980 | 19.3 | 32.3 | (13.0) |
| 1981 | 31.4 | (5.0) | 36.4 |
| 1982 | 40.0 | 21.4 | 18.6 |
| 1983 | 32.3 | 22.4 | 9.9 |
| 1984 | 13.6 | 6.1 | 7.5 |
| 1985 | 48.2 | 31.6 | 16.6 |
| 1986 | 26.1 | 18.6 | 7.5 |
| 1987 | 19.5 | 5.1 | 14.4 |
| 1988 | 20.1 | 16.6 | 3.5 |
| 1989 | 44.4 | 31.7 | 12.7 |
| 1990 | 7.4 | (3.1) | 10.5 |
| 1991 | 39.6 | 30.5 | 9.1 |
| 1992 | 20.3 | 7.6 | 12.7 |
| 1993 | 14.3 | 10.1 | 4.2 |
| 1994 | 13.9 | 1.3 | 12.6 |
| 1995 | 43.1 | 37.6 | 5.5 |
| 1996 | 31.8 | 23.0 | 8.8 |
| 1997 | 34.1 | 33.4 | 0.7 |
| 1998 | 48.3 | 28.6 | 19.7 |
| 1999 | 0.5 | 21.0 | (20.5) |
| 2000 | 6.5 | (9.1) | 15.6 |
| 2001 | (6.2) | (11.9) | 5.7 |
| 2002 | 10.0 | (22.1) | 32.1 |
Average Annual Gain – 1965-2002: 22.2% (1), 10.0% (2), 12.2% (1)-(2)
Overall Gain – 1964-2002: 214,433% (1), 3,663% (2)
1965-2002年平均年化收益:22.2% (1),10.0% (2),12.2% (1)-(2)
1964-2002年总收益:214,433% (1),3,663% (2)
Notes:
Data are for calendar years with these exceptions: 1965 and 1966, year ended 9/30; 1967, 15 months ended 12/31.
Starting in 1979, accounting rules required insurance companies to value the equity securities they hold at market rather than at the lower of cost or market, which was previously the requirement. In this table, Berkshire's results through 1978 have been restated to conform to the changed rules. In all other respects, the results are calculated using the numbers originally reported.
The S&P 500 numbers are pre-tax whereas the Berkshire numbers are after-tax. If a corporation such as Berkshire were simply to have owned the S&P 500 and accrued the appropriate taxes, its results would have lagged the S&P 500 in years when that index showed a positive return, but would have exceeded the S&P in years when the index showed a negative return. Over the years, the tax costs would have caused the aggregate lag to be substantial.
注:
数据为日历年度,但有以下例外:1965和1966年截至9月30日;1967年为截至12月31日的15个月。
从1979年开始,会计准则要求保险公司按市值而非成本与市价孰低法对其持有的权益证券进行估值,而此前采用后者。在本表中,伯克希尔1978年及之前的业绩已根据变更后的规则进行了重述。在所有其他方面,业绩均使用最初报告的数字计算。
标普500指数数据为税前,而伯克希尔数据为税后。如果像伯克希尔这样的公司简单地持有标普500指数并计提适当的税金,那么在该指数为正回报的年份,其业绩将落后于标普500,而在该指数为负回报的年份,其业绩将超过标普500。多年来,税收成本将导致总体落后幅度巨大。
To the Shareholders of Berkshire Hathaway Inc.:
致伯克希尔·哈撒韦公司股东:
Our gain in net worth during 2002 was $6.1 billion, which increased the per-share book value of both our Class A and Class B stock by 10.0%. Over the last 38 years (that is, since present management took over) per-share book value has grown from $19 to $41,727, a rate of 22.2% compounded annually.*
2002年,我们的净值增长了61亿美元,这使得我们的A类和B类股票的每股账面价值增加了10.0%。在过去38年里(即自现任管理层接管以来),每股账面价值已从19美元增长到41,727美元,年复合增长率为22.2%。*
In all respects 2002 was a banner year. I'll provide details later, but here's a summary:
从各方面来看,2002年都是辉煌的一年。稍后我会提供细节,但这里先做一个总结:
• Our various non-insurance operations performed exceptionally well, despite a sluggish economy. A decade ago Berkshire's annual pre-tax earnings from our non-insurance businesses was $272 million. Now, from our ever-expanding collection of manufacturing, retailing, service and finance businesses, we earn that sum monthly.
• 尽管经济不景气,我们的各项非保险业务仍然表现异常出色。十年前,伯克希尔来自非保险业务的年税前利润为2.72亿美元。如今,从我们不断扩大的制造、零售、服务和金融业务组合中,我们每月就能赚到这么多。
• Our insurance group increased its float to $41.2 billion, a hefty gain of $5.7 billion. Better yet, the use of these funds in 2002 cost us only 1%. Getting back to low-cost float feels good, particularly after our poor results during the three previous years. Berkshire's reinsurance division and GEICO shot the lights out in 2002, and underwriting discipline was restored at General Re.
• 我们的保险集团将其浮存金增加到412亿美元,大幅增长了57亿美元。更好的是,2002年使用这些资金的成本仅为1%。重新获得低成本的浮存金感觉很好,尤其是在我们前三年表现不佳之后。伯克希尔的再保险部门和盖可保险在2002年表现杰出,通用再保险也恢复了承保纪律。
• Berkshire acquired some important new businesses – with economic characteristics ranging from good to great, run by managers ranging from great to great. Those attributes are two legs of our "entrance" strategy, the third being a sensible purchase price. Unlike LBO operators and private equity firms, we have no "exit" strategy – we buy to keep. That's one reason why Berkshire is usually the first – and sometimes the only – choice for sellers and their managers.
• 伯克希尔收购了一些重要的新业务——它们的经济特征从良好到卓越,管理者从优秀到卓越。这些属性是我们“进入”战略的两条腿,第三条腿是合理的购买价格。与杠杆收购运营商和私募股权公司不同,我们没有“退出”战略——我们买入是为了持有。这就是为什么伯克希尔通常是卖方及其经理人的首选——有时也是唯一选择。
• Our marketable securities outperformed most indices. For Lou Simpson, who manages equities at GEICO, this was old stuff. But, for me, it was a welcome change from the last few years, during which my investment record was dismal.
• 我们的有价证券表现优于大多数指数。对于在盖可保险管理股票的卢·辛普森来说,这已是家常便饭。但对我来说,这是过去几年投资记录惨淡之后一个受欢迎的变化。
The confluence of these favorable factors in 2002 caused our book-value gain to outstrip the performance of the S&P 500 by 32.1 percentage points. This result is aberrational: Charlie Munger, Berkshire's vice chairman and my partner, and I hope to achieve – at most – an average annual advantage of a few points. In the future, there will be years in which the S&P soundly trounces us. That will in fact almost certainly happen during a strong bull market, because the portion of our assets committed to common stocks has significantly declined. This change, of course, helps our relative performance in down markets such as we had in 2002.
2002年这些有利因素的共同作用,使得我们账面价值的增长超过了标普500指数32.1个百分点。这个结果是反常的:查理·芒格(伯克希尔副董事长、我的合伙人)和我希望实现的平均年化优势最多只有几个百分点。未来,会有标普500指数彻底打败我们的年份。这几乎肯定会在强劲的牛市中发生,因为我们配置在普通股上的资产比例已显著下降。当然,这种变化有助于我们在2002年这样的下跌市场中取得相对较好的表现。
I have another caveat to mention about last year's results. If you've been a reader of financial reports in recent years, you've seen a flood of "pro-forma" earnings statements – tabulations in which managers invariably show "earnings" far in excess of those allowed by their auditors. In these presentations, the CEO tells his owners "don't count this, don't count that – just count what makes earnings fat." Often, a forget-all-this-bad-stuff message is delivered year after year without management so much as blushing.
关于去年的业绩,我还要提出另一个告诫。如果你近年来一直在阅读财务报告,你会看到大量的“备考”收益表——在这些表格中,经理人总是展示出远超审计师所允许的“收益”。在这些报告中,CEO告诉他的所有者“不要计算这个,不要计算那个——只计算让收益变得丰厚的部分”。通常,这种“忘记所有坏事”的信息年复一年地传递,管理层甚至不会脸红。
We've yet to see a pro-forma presentation disclosing that audited earnings were somewhat high. So let's make a little history: Last year, on a pro-forma basis, Berkshire had lower earnings than those we actually reported.
我们还没有看到任何一份备考报告披露经审计的收益有点偏高。那么就让我们创造一点历史吧:去年,在备考基础上,伯克希尔的收益低于我们实际报告的收益。
That is true because two favorable factors aided our reported figures. First, in 2002 there was no megacatastrophe, which means that Berkshire (and other insurers as well) earned more from insurance than if losses had been normal. In years when the reverse is true – because of a blockbuster hurricane, earthquake or man-made disaster – many insurers like to report that they would have earned X "except for" the unusual event. The implication is that since such megacats are infrequent, they shouldn't be counted when "true" earnings are calculated. That is deceptive nonsense. "Except for" losses will forever be part of the insurance business, and they will forever be paid with shareholders' money.
这是真的,因为两个有利因素帮助了我们报告的数字。首先,2002年没有发生特大灾难,这意味着伯克希尔(以及其他保险公司)的保险收益比损失正常时更高。在相反的年份——由于特大飓风、地震或人为灾难——许多保险公司喜欢报告说,如果不是因为那个异常事件,他们本可以赚到X。其暗示是,既然这种特大灾难不常见,在计算“真实”收益时就不应计入。这是欺骗性的胡说八道。“除……外”的损失将永远是保险业务的一部分,并且将永远用股东的钱来支付。
Nonetheless, for the purposes of this exercise, we'll take a page from the industry's book. For last year, when we didn't have any truly major disasters, a downward adjustment is appropriate if you wish to "normalize" our underwriting result.
尽管如此,为了这个练习的目的,我们将借鉴行业的做法。对于去年这样没有真正重大灾难的年份,如果你希望“正常化”我们的承保业绩,向下调整是合适的。
Secondly, the bond market in 2002 favored certain strategies we employed in our finance and financial products business. Gains from those strategies will certainly diminish within a year or two – and may well disappear.
其次,2002年的债券市场有利于我们在金融和金融产品业务中采用的一些策略。这些策略的收益肯定会在未来一两年内减少——甚至可能消失。
Soooo . . . "except for" a couple of favorable breaks, our pre-tax earnings last year would have been about $500 million less than we actually reported. We're happy, nevertheless, to bank the excess. As Jack Benny once said upon receiving an award: "I don't deserve this honor – but, then, I have arthritis, and I don't deserve that either."
所以……“除……外”几个有利因素,我们去年的税前收益将比实际报告的大约少5亿美元。不过,我们很高兴能够将超额部分收入囊中。正如杰克·本尼在接受一个奖项时所说:“我不配得到这个荣誉——但是,我有关节炎,那也不配。”
We continue to be blessed with an extraordinary group of managers, many of whom haven't the slightest financial need to work. They stick around, though: In 38 years, we've never had a single CEO of a subsidiary elect to leave Berkshire to work elsewhere. Counting Charlie, we now have six managers over 75, and I hope that in four years that number increases by at least two (Bob Shaw and I are both 72). Our rationale: "It's hard to teach a new dog old tricks."
我们继续被一群非凡的经理人所眷顾,他们中的许多人完全没有财务上的工作需求。然而他们留下来了:在38年间,我们从未有任何一家子公司的CEO选择离开伯克希尔去别处工作。算上查理,我们现在有六位经理人超过75岁,我希望四年后这个数字至少增加两个(鲍勃·肖和我都是72岁)。我们的理由是:“很难教老狗新把戏。”
Berkshire's operating CEOs are masters of their crafts and run their businesses as if they were their own. My job is to stay out of their way and allocate whatever excess capital their businesses generate. It's easy work.
伯克希尔的运营CEO们是其领域的大师,他们像经营自己的企业一样经营自己的业务。我的工作是不挡他们的道,并分配他们的业务产生的任何多余资本。这是轻松的工作。
My managerial model is Eddie Bennett, who was a batboy. In 1919, at age 19, Eddie began his work with the Chicago White Sox, who that year went to the World Series. The next year, Eddie switched to the Brooklyn Dodgers, and they, too, won their league title. Our hero, however, smelled trouble. Changing boroughs, he joined the Yankees in 1921, and they promptly won their first pennant in history. Now Eddie settled in, shrewdly seeing what was coming. In the next seven years, the Yankees won five American League titles.
我的管理榜样是艾迪·贝内特,他曾是一名球童。1919年,19岁的艾迪开始在芝加哥白袜队工作,该队那年打进了世界大赛。第二年,艾迪转到了布鲁克林道奇队,他们也赢得了联盟冠军。然而,我们的英雄嗅到了麻烦。他换了行政区,于1921年加入洋基队,他们立即赢得了队史上第一个联盟冠军。现在艾迪安顿下来了,精明地看到了即将发生的事情。在接下来的七年里,洋基队赢得了五次美国联盟冠军。
What does this have to do with management? It's simple – to be a winner, work with winners. In 1927, for example, Eddie received $700 for the 1/8th World Series share voted him by the legendary Yankee team of Ruth and Gehrig. This sum, which Eddie earned by working only four days (because New York swept the Series) was roughly equal to the full-year pay then earned by batboys who worked with ordinary associates.
这与管理有什么关系?很简单——要想成为赢家,就要与赢家共事。例如,1927年,艾迪从传奇的鲁斯和格里格所在的洋基队获得了1/8份世界大赛分红,共计700美元。艾迪只工作了四天(因为纽约队横扫了系列赛)就赚到了这笔钱,这大致相当于当时与普通同事一起工作的球童全年的收入。
Eddie understood that how he lugged bats was unimportant; what counted instead was hooking up with the cream of those on the playing field. I've learned from Eddie. At Berkshire, I regularly hand bats to many of the heaviest hitters in American business.
艾迪明白,他怎么扛球棒并不重要;重要的是与运动场上最优秀的人联系起来。我从艾迪那里学到了东西。在伯克希尔,我经常把球棒递给美国商业界的许多重击手。
Acquisitions
收购
We added some sluggers to our lineup last year. Two acquisitions pending at yearend 2001 were completed: Albecca (which operates under the name Larson-Juhl), the U.S. leader in custom-made picture frames; and Fruit of the Loom, the producer of about 33.3% of the men's and boy's underwear sold in the U.S. and of other apparel as well.
去年我们为阵容增添了一些重击手。2001年底待定的两项收购已完成:Albecca(以Larson-Juhl名义运营),美国定制画框的领导者;以及Fruit of the Loom,美国约33.3%的男士和男童内衣以及其他服装的生产商。
Both companies came with outstanding CEOs: Steve McKenzie at Albecca and John Holland at Fruit. John, who had retired from Fruit in 1996, rejoined it three years ago and rescued the company from the disastrous path it had gone down after he'd left. He's now 70, and I am trying to convince him to make his next retirement coincide with mine (presently scheduled for five years after my death – a date subject, however, to extension).
这两家公司都拥有出色的CEO:Albecca的史蒂夫·麦肯齐和Fruit的约翰·霍兰德。约翰于1996年从Fruit退休,三年前重新加入,并将公司从他离开后所走的灾难性道路上拯救出来。他现在70岁了,我正试图说服他的下一次退休与我的同步(目前计划在我去世后五年——但这个日期可能会延长)。
We initiated and completed two other acquisitions last year that were somewhat below our normal size threshold. In aggregate, however, these businesses earn more than $60 million pre-tax annually. Both operate in industries characterized by tough economics, but both also have important competitive strengths that enable them to earn decent returns on capital.
去年我们还发起并完成了另外两项低于我们正常规模阈值的收购。然而,总的来说,这些业务每年产生超过6000万美元的税前利润。两者都经营在经济特征艰难的行业中,但也都拥有重要的竞争优势,使其能够获得可观的资本回报。
The newcomers are:
新来者是:
(a) CTB, a worldwide leader in equipment for the poultry, hog, egg production and grain industries; and
(a) CTB,家禽、生猪、鸡蛋生产和谷物行业设备的全球领导者;以及
(b) Garan, a manufacturer of children's apparel, whose largest and best-known line is Garanimals®.
(b) Garan,一家童装制造商,其最大、最知名的产品线是Garanimals®。
These two companies came with the managers responsible for their impressive records: Vic Mancinelli at CTB and Seymour Lichtenstein at Garan.
这两家公司都带来了负责其出色业绩的经理人:CTB的维克·曼西内利和Garan的西摩·利希滕斯坦。
The largest acquisition we initiated in 2002 was The Pampered Chef, a company with a fascinating history dating back to 1980. Doris Christopher was then a 34-year-old suburban Chicago home economics teacher with a husband, two little girls, and absolutely no business background. Wanting, however, to supplement her family's modest income, she turned to thinking about what she knew best – food preparation. Why not, she wondered, make a business out of marketing kitchenware, focusing on the items she herself had found most useful?
我们在2002年发起的最大收购是The Pampered Chef(宠厨),这家公司的历史可以追溯到1980年,很有趣。当时多丽丝·克里斯托弗是芝加哥郊区一位34岁的家政学教师,有丈夫、两个小女儿,完全没有商业背景。然而,为了补充家庭微薄的收入,她开始思考自己最了解的东西——食物准备。她想知道,为什么不把营销厨房用具做成一项生意,专注于她自己觉得最有用的物品呢?
To get started, Doris borrowed $3,000 against her life insurance policy – all the money ever injected into the company – and went to the Merchandise Mart on a buying expedition. There, she picked up a dozen each of this and that, and then went home to set up operations in her basement.
为了开始,多丽丝用自己的人寿保险单借了3000美元——这是注入公司的所有资金——然后去了商品市场采购。在那里,她每种各买了一打,然后回家在地下室开始运营。
Her plan was to conduct in-home presentations to small groups of women, gathered at the homes of their friends. While driving to her first presentation, though, Doris almost talked herself into returning home, convinced she was doomed to fail.
她的计划是在朋友家中为小型女性群体进行家庭演示。然而,在开车去第一次演示的路上,多丽丝差点说服自己回家,确信自己注定要失败。
But the women she faced that evening loved her and her products, purchased $175 of goods, and TPC was underway. Working with her husband, Jay, Doris did $50,000 of business in the first year. Today – only 22 years later – TPC does more than $700 million of business annually, working through 67,000 kitchen consultants.
但那天晚上她面对的女人们喜欢她和她的产品,购买了175美元的商品,TPC就这样开始了。与丈夫杰一起,多丽丝第一年做了5万美元的生意。如今——仅仅22年后——TPC通过67,000名厨房顾问,年营业额超过7亿美元。
I've been to a TPC party, and it's easy to see why the business is a success. The company's products, in large part proprietary, are well-styled and highly useful, and the consultants are knowledgeable and enthusiastic. Everyone has a good time. Hurry to pamperedchef.com on the Internet to find where to attend a party near you.
我去过TPC的派对,很容易看出为什么这个业务成功。该公司的产品大部分是专有的,款式精美且非常有用,顾问们知识渊博且热情。每个人都玩得很开心。快去pamperedchef.com网站,找到离你最近的派对地点。
Two years ago, Doris brought in Sheila O'Connell Cooper, now CEO, to share the management load, and in August they met with me in Omaha. It took me about ten seconds to decide that these were two managers with whom I wished to partner, and we promptly made a deal. Berkshire shareholders couldn't be luckier than to be associated with Doris and Sheila.
两年前,多丽丝引入了现任CEO希拉·奥康奈尔·库珀来分担管理负担,8月份她们在奥马哈与我会面。我只用了大约十秒钟就决定,这是我想要与之合作的两位经理人,我们立即达成了交易。伯克希尔的股东能与多丽丝和希拉联系在一起,没有比这更幸运的了。
Berkshire also made some important acquisitions last year through MidAmerican Energy Holdings (MEHC), a company in which our equity interest is 80.2%. Because the Public Utility Holding Company Act (PUHCA) limits us to 9.9% voting control, however, we are unable to fully consolidate MEHC's financial statements.
伯克希尔去年还通过中美能源控股公司进行了一些重要收购,我们在该公司的股权比例为80.2%。然而,由于《公共事业控股公司法案》将我们的投票控制权限制在9.9%,我们无法完全合并中美能源的财务报表。
Despite the voting-control limitation – and the somewhat strange capital structure at MEHC it has engendered – the company is a key part of Berkshire. Already it has $18 billion of assets and delivers our largest stream of non-insurance earnings. It could well grow to be huge.
尽管有投票控制权的限制——以及由此产生的中美能源有些奇怪的资本结构——该公司仍是伯克希尔的关键部分。它已经拥有180亿美元的资产,并提供了我们最大的非保险收益流。它很可能会变得非常庞大。
Last year MEHC acquired two important gas pipelines. The first, Kern River, extends from Southwest Wyoming to Southern California. This line moves about 900 million cubic feet of gas a day and is undergoing a $1.2 billion expansion that will double throughput by this fall. At that point, the line will carry enough gas to generate electricity for ten million homes.
去年,中美能源收购了两条重要的天然气管道。第一条是克恩河管道,从怀俄明州西南部延伸至南加州。这条管道每天输送约9亿立方英尺的天然气,目前正在进行12亿美元的扩建,到今年秋天输送量将翻倍。届时,该管道将输送足够的天然气为1000万户家庭发电。
The second acquisition, Northern Natural Gas, is a 16,600 mile line extending from the Southwest to a wide range of Midwestern locations. This purchase completes a corporate odyssey of particular interest to Omahans.
第二次收购是北方天然气管道,这是一条16,600英里长的管道,从西南部延伸到中西部各地。这次收购完成了一次对奥马哈人特别感兴趣的企业奥德赛之旅。
From its beginnings in the 1930s, Northern Natural was one of Omaha's premier businesses, run by CEOs who regularly distinguished themselves as community leaders. Then, in July, 1985, the company – which in 1980 had been renamed InterNorth – merged with Houston Natural Gas, a business less than half its size. The companies announced that the enlarged operation would be headquartered in Omaha, with InterNorth's CEO continuing in that job.
从20世纪30年代开始,北方天然气就是奥马哈最杰出的企业之一,其CEO们经常以社区领袖的身份脱颖而出。然后,在1985年7月,该公司——在1980年已更名为InterNorth——与休斯顿天然气公司合并,后者的规模还不到前者的一半。公司宣布,合并后的业务将总部设在奥马哈,由InterNorth的CEO继续担任该职位。
Within a year, those promises were broken. By then, the former CEO of Houston Natural had taken over the top job at InterNorth, the company had been renamed, and the headquarters had been moved to Houston. These switches were orchestrated by the new CEO – Ken Lay – and the name he chose was Enron.
一年之内,这些承诺就被打破了。到那时,休斯顿天然气的前CEO已经接管了InterNorth的最高职位,公司更名,总部迁至休斯顿。这些转变是由新任CEO肯·莱精心策划的,他选择的名字是安然。
Fast forward 15 years to late 2001. Enron ran into the troubles we've heard so much about and borrowed money from Dynegy, putting up the Northern Natural pipeline operation as collateral. The two companies quickly had a falling out, and the pipeline's ownership moved to Dynegy. That company, in turn, soon encountered severe financial problems of its own.
快进15年到2001年底。安然陷入了我们已经耳熟能详的麻烦,并向Dynegy借钱,将北方天然气管道业务作为抵押。两家公司很快闹翻了,管道的所有权转移到了Dynegy。而这家公司本身也很快遇到了严重的财务问题。
MEHC received a call on Friday, July 26, from Dynegy, which was looking for a quick and certain cash sale of the pipeline. Dynegy phoned the right party: On July 29, we signed a contract, and shortly thereafter Northern Natural returned home.
7月26日星期五,中美能源接到了Dynegy的电话,对方正在寻求快速且确定地现金出售该管道。Dynegy打对了电话:7月29日,我们签了合同,不久之后北方天然气就回家了。
When 2001 began, Charlie and I had no idea that Berkshire would be moving into the pipeline business. But upon completion of the Kern River expansion, MEHC will transport about 8% of all gas used in the U.S. We continue to look for large energy-related assets, though in the electric utility field PUHCA constrains what we can do.
在2001年初,查理和我完全不知道伯克希尔将进入管道业务。但是,随着克恩河管道的扩建完成,中美能源将运输美国约8%的天然气用量。我们继续寻找大型能源相关资产,尽管在电力公用事业领域,《公共事业控股公司法案》限制了我们能做的事情。
A few years ago, and somewhat by accident, MEHC found itself in the residential real estate brokerage business. It is no accident, however, that we have dramatically expanded the operation. Moreover, we are likely to keep on expanding in the future.
几年前,中美能源有些偶然地进入了住宅房地产经纪业务。然而,我们大幅扩张这项业务并非偶然。此外,我们未来很可能会继续扩张。
We call this business HomeServices of America. In the various communities it serves, though, it operates under the names of the businesses it has acquired, such as CBS in Omaha, Edina Realty in Minneapolis and Iowa Realty in Des Moines. In most metropolitan areas in which we operate, we are the clear market leader.
我们称这项业务为HomeServices of America。不过,在所服务的各个社区,它以其收购的业务的名义运营,例如奥马哈的CBS、明尼阿波利斯的Edina Realty和得梅因的Iowa Realty。在我们运营的大多数大都市地区,我们是明确的市场领导者。
HomeServices is now the second largest residential brokerage business in the country. On one side or the other (or both), we participated in $37 billion of transactions last year, up 100% from 2001.
HomeServices现在是美国第二大住宅经纪业务。无论是作为买方还是卖方(或两者兼有),我们去年参与了370亿美元的交易,比2001年增长了100%。
Most of our growth came from three acquisitions we made during 2002, the largest of which was Prudential California Realty. Last year, this company, the leading realtor in a territory consisting of Los Angeles, Orange and San Diego Counties, participated in $16 billion of closings.
我们的大部分增长来自2002年的三次收购,其中最大的是Prudential California Realty。去年,这家公司是洛杉矶、奥兰治和圣地亚哥县地区的领先房地产经纪人,参与了160亿美元的交易。
In a very short period, Ron Peltier, the company's CEO, has increased HomeServices' revenues – and profits – dramatically. Though this business will always be cyclical, it's one we like and in which we continue to have an appetite for sensible acquisitions.
在很短的时间内,公司CEO罗恩·佩尔蒂埃大幅增加了HomeServices的收入和利润。尽管这项业务总是周期性的,但我们喜欢它,并且我们继续对合理的收购抱有热情。
Dave Sokol, MEHC's CEO, and Greg Abel, his key associate, are huge assets for Berkshire. They are dealmakers, and they are managers. Berkshire stands ready to inject massive amounts of money into MEHC – and it will be fun to watch how far Dave and Greg can take the business.
戴夫·索科尔,中美能源的CEO,以及他的关键同事格雷格·阿贝尔,是伯克希尔的巨大资产。他们是交易促成者,也是管理者。伯克希尔随时准备向中美能源注入大量资金——看着戴夫和格雷格能把业务带多远将会很有趣。
The Economics of Property/Casualty Insurance
财产/意外险的经济学
Our core business — though we have others of great importance — is insurance. To understand Berkshire, therefore, it is necessary that you understand how to evaluate an insurance company. The key determinants are: (1) the amount of float that the business generates; (2) its cost; and (3) most critical of all, the long-term outlook for both of these factors.
我们的核心业务——尽管我们还有其他非常重要的业务——是保险。因此,要理解伯克希尔,你必须理解如何评估一家保险公司。关键决定因素是:(1)业务产生的浮存金数量;(2)浮存金的成本;(3)所有因素中最关键的是,这两个因素的长期前景。
To begin with, float is money we hold but don't own. In an insurance operation, float arises because premiums are received before losses are paid, an interval that sometimes extends over many years. During that time, the insurer invests the money. This pleasant activity typically carries with it a downside: The premiums that an insurer takes in usually do not cover the losses and expenses it eventually must pay. That leaves it running an "underwriting loss," which is the cost of float. An insurance business has value if its cost of float over time is less than the cost the company would otherwise incur to obtain funds. But the business is a lemon if its cost of float is higher than market rates for money. Moreover, the downward trend of interest rates in recent years has transformed underwriting losses that formerly were tolerable into burdens that move insurance businesses deeply into the lemon category.
首先,浮存金是我们持有但不属于我们的资金。在保险业务中,浮存金的产生是因为保费在损失赔付之前收到,这个时间间隔有时会延续多年。在此期间,保险公司将资金进行投资。这种令人愉快的活动通常伴随着一个缺点:保险公司收取的保费通常无法覆盖其最终必须支付的损失和费用。这就导致了“承保亏损”,即浮存金的成本。如果一家保险公司的浮存金成本随着时间的推移低于该公司为获得资金而可能承担的其他成本,那么这项保险业务就有价值。但如果其浮存金成本高于市场利率,那么这项业务就是一颗柠檬。此外,近年来利率的下降趋势,使得以前可以容忍的承保亏损变成了将保险业务深深拖入柠檬类别的负担。
Historically, Berkshire has obtained its float at a very low cost. Indeed, our cost has been less than zero in many years; that is, we've actually been paid for holding other people's money. In 2001, however, our cost was terrible, coming in at 12.8%, about half of which was attributable to World Trade Center losses. Back in 1983-84, we had years that were even worse. There's nothing automatic about cheap float.
从历史上看,伯克希尔以非常低的成本获得了浮存金。事实上,在许多年里,我们的成本都低于零;也就是说,我们持有别人的钱反而得到了报酬。然而,在2001年,我们的成本非常糟糕,达到了12.8%,其中大约一半归因于世贸中心的损失。早在1983-84年,我们有过更糟糕的年份。廉价的浮存金并非自然而然。
The table that follows shows (at intervals) the float generated by the various segments of Berkshire's insurance operations since we entered the business 36 years ago upon acquiring National Indemnity Company (whose traditional lines are included in the segment "Other Primary"). For the table we have calculated our float — which we generate in large amounts relative to our premium volume — by adding net loss reserves, loss adjustment reserves, funds held under reinsurance assumed and unearned premium reserves, and then subtracting insurance-related receivables, prepaid acquisition costs, prepaid taxes and deferred charges applicable to assumed reinsurance. (Got that?)
下表显示了自36年前我们收购国民赔偿公司(其传统业务线包含在“其他主要保险”部分)进入保险业务以来,伯克希尔保险业务各板块产生的浮存金(每隔几年显示一次)。对于该表,我们通过将净损失准备金、损失调整准备金、分保业务下持有的资金和未到期保费准备金相加,然后减去保险相关应收账款、预付收购成本、预付税款和适用于分入再保险的递延费用,来计算我们的浮存金——相对于保费规模,我们产生的浮存金数额很大。(明白了吗?)
| Year | GEICO | General Re | Other Reinsurance | Other Primary | Total |
|---|---|---|---|---|---|
| 1967 | 20 | 20 | |||
| 1977 | 40 | 131 | 171 | ||
| 1987 | 701 | 807 | 1,508 | ||
| 1997 | 2,917 | 4,014 | 455 | 7,386 | |
| 1998 | 3,125 | 14,909 | 4,305 | 415 | 22,754 |
| 1999 | 3,444 | 15,166 | 6,285 | 403 | 25,298 |
| 2000 | 3,943 | 15,525 | 7,805 | 598 | 27,871 |
| 2001 | 4,251 | 19,310 | 11,262 | 685 | 35,508 |
| 2002 | 4,678 | 22,207 | 13,396 | 943 | 41,224 |
| 年份 | 盖可保险 | 通用再保险 | 其他再保险 | 其他主要保险 | 合计 |
|---|---|---|---|---|---|
| 1967 | 20 | 20 | |||
| 1977 | 40 | 131 | 171 | ||
| 1987 | 701 | 807 | 1,508 | ||
| 1997 | 2,917 | 4,014 | 455 | 7,386 | |
| 1998 | 3,125 | 14,909 | 4,305 | 415 | 22,754 |
| 1999 | 3,444 | 15,166 | 6,285 | 403 | 25,298 |
| 2000 | 3,943 | 15,525 | 7,805 | 598 | 27,871 |
| 2001 | 4,251 | 19,310 | 11,262 | 685 | 35,508 |
| 2002 | 4,678 | 22,207 | 13,396 | 943 | 41,224 |
Last year our cost of float was 1%. As I mentioned earlier, you should temper your enthusiasm about this favorable result given that no megacatastrophe occurred in 2002. We're certain to get one of these disasters periodically, and when we do our float-cost will spike.
去年我们的浮存金成本为1%。正如我之前提到的,鉴于2002年没有发生特大灾难,你应该对这个有利结果保持冷静。我们肯定会定期遭遇这些灾难之一,届时我们的浮存金成本将会飙升。
Our 2002 results were hurt by 1) a painful charge at General Re for losses that should have been recorded as costs in earlier years, and 2) a "desirable" charge we incur annually for retroactive insurance (see the next section for more about these items). These costs totaled $1.75 billion, or about 4.6% of float. Fortunately, our overall underwriting experience on 2002 business was excellent, which allowed us, even after the charges noted, to approach a no-cost result.
我们2002年的业绩受到以下因素的拖累:1)通用再保险因本应在早年记为成本的损失而计提了一笔痛苦的费用;以及2)我们每年为追溯保险承担的“理想”费用(更多关于这些项目的信息见下一节)。这些成本总计17.5亿美元,约占浮存金的4.6%。幸运的是,我们在2002年业务上的整体承保经验非常出色,这使得我们即使在计入上述费用后,也接近零成本的结果。
Absent a megacatastrophe, I expect our cost of float in 2003 to again be very low – perhaps even less than zero. In the rundown of our insurance operations that follows, you will see why I'm optimistic that, over time, our underwriting results will both surpass those achieved by the industry and deliver us investable funds at minimal cost.
如果不发生特大灾难,我预计2003年我们的浮存金成本将再次非常低——甚至可能低于零。在接下来对保险业务的概述中,你会看到我为什么乐观地认为,随着时间的推移,我们的承保业绩将既超过行业的业绩,又能以最低成本为我们提供可投资的资金。
Insurance Operations
保险业务
If our insurance operations are to generate low-cost float over time, they must: (a) underwrite with unwavering discipline; (b) reserve conservatively; and (c) avoid an aggregation of exposures that would allow a supposedly "impossible" incident to threaten their solvency. All of our major insurance businesses, with one exception, have regularly met those tests.
如果我们的保险业务要长期产生低成本的浮存金,它们必须:(a)以坚定不移的纪律进行承保;(b)保守地计提准备金;(c)避免风险敞口的累积,以防所谓“不可能”的事件威胁到它们的偿付能力。除一个例外,我们所有的主要保险业务都经常满足这些测试。
The exception is General Re, and there was much to do at that company last year to get it up to snuff. I'm delighted to report that under Joe Brandon's leadership, and with yeoman assistance by Tad Montross, enormous progress has been made on each of the fronts described.
这个例外是通用再保险,去年该公司有很多工作要做才能使其达标。我很高兴地报告,在乔·布兰登的领导下,并在塔德·蒙特罗斯的大力协助下,在上述各个方面都取得了巨大进展。
When I agreed in 1998 to merge Berkshire with Gen Re, I thought that company stuck to the three rules I've enumerated. I had studied the operation for decades and had observed underwriting discipline that was consistent and reserving that was conservative. At merger time, I detected no slippage in Gen Re's standards.
当我在1998年同意将伯克希尔与通用再保险合并时,我认为该公司遵守了我列举的三条规则。我研究该业务已有几十年,观察到其承保纪律一贯严谨,准备金计提保守。在合并时,我没有发现通用再保险的标准有任何下滑。
I was dead wrong. Gen Re's culture and practices had substantially changed and unbeknownst to management – and to me – the company was grossly mispricing its current business. In addition, Gen Re had accumulated an aggregation of risks that would have been fatal had, say, terrorists detonated several large-scale nuclear bombs in an attack on the U.S. A disaster of that scope was highly improbable, of course, but it is up to insurers to limit their risks in a manner that leaves their finances rock-solid if the "impossible" happens. Indeed, had Gen Re remained independent, the World Trade Center attack alone would have threatened the company's existence.
我大错特错了。通用再保险的文化和实践已经发生了重大变化,管理层——以及我——都不知道,该公司对其当前业务的价格定价严重错误。此外,通用再保险累积的风险聚集,如果恐怖分子在美国的袭击中引爆几颗大型核弹,那将是致命的。当然,这种规模的灾难可能性极低,但保险公司有责任限制其风险,以便在“不可能”发生时,其财务状况仍然坚如磐石。事实上,如果通用再保险保持独立,仅世贸中心的袭击就可能威胁到该公司的生存。
When the WTC disaster occurred, it exposed weaknesses in Gen Re's operations that I should have detected earlier. But I was lucky: Joe and Tad were on hand, freshly endowed with increased authority and eager to rapidly correct the errors of the past. They knew what to do – and they did it.
当世贸中心灾难发生时,它暴露了我本应更早察觉的通用再保险运营中的弱点。但我很幸运:乔和塔德就在现场,他们刚被赋予更大的权力,并渴望迅速纠正过去的错误。他们知道该做什么——而且他们做到了。
It takes time for insurance policies to run off, however, and 2002 was well along before we managed to reduce our aggregation of nuclear, chemical and biological risk (NCB) to a tolerable level. That problem is now behind us.
然而,保险单需要时间才能到期,而我们在2002年进行到很晚才成功将我们的核、化学和生物风险累积降低到可容忍的水平。这个问题现在已经过去了。
On another front, Gen Re's underwriting attitude has been dramatically altered: The entire organization now understands that we wish to write only properly-priced business, whatever the effect on volume. Joe and Tad judge themselves only by Gen Re's underwriting profitability. Size simply doesn't count.
在另一个方面,通用再保险的承保态度已经发生了巨大变化:整个组织现在明白,无论对业务量有何影响,我们只希望承保定价合理的业务。乔和塔德只用通用再保险的承保盈利能力来评判自己。规模根本不重要。
Finally, we are making every effort to get our reserving right. If we fail at that, we can't know our true costs. And any insurer that has no idea what its costs are is heading for big trouble.
最后,我们正在尽一切努力正确计提准备金。如果我们做不到这一点,我们就无法知道我们的真实成本。任何不知道其成本是多少的保险公司都将走向大麻烦。
At yearend 2001, General Re attempted to reserve adequately for all losses that had occurred prior to that date and were not yet paid – but we failed badly. Therefore the company's 2002 underwriting results were penalized by an additional $1.31 billion that we recorded to correct the estimation mistakes of earlier years. When I review the reserving errors that have been uncovered at General Re, a line from a country song seems apt: "I wish I didn't know now what I didn't know then."
在2001年底,通用再保险试图为截至该日期已发生但尚未支付的所有损失计提足够的准备金——但我们做得很糟糕。因此,该公司2002年的承保业绩被额外计入了131亿美元,以纠正早年的估计错误。当我回顾在通用再保险发现准备金错误时,一首乡村歌曲的歌词似乎很贴切:“我希望我现在不知道我那时不知道的事情。”
I can promise you that our top priority going forward is to avoid inadequate reserving. But I can't guarantee success. The natural tendency of most casualty-insurance managers is to underreserve, and they must have a particular mindset – which, it may surprise you, has nothing to do with actuarial expertise – if they are to overcome this devastating bias. Additionally, a reinsurer faces far more difficulties in reserving properly than does a primary insurer. Nevertheless, at Berkshire, we have generally been successful in our reserving, and we are determined to be at General Re as well.
我可以向你保证,我们未来的首要任务是避免准备金不足。但我不能保证成功。大多数意外险经理人的自然倾向是准备金不足,他们必须有一种特定的心态——这可能会让你感到意外,与精算专业知识无关——才能克服这种毁灭性的偏见。此外,再保险公司在正确计提准备金方面面临的困难远比原保险公司大。尽管如此,在伯克希尔,我们通常在准备金方面是成功的,我们决心在通用再保险也做到这一点。
In summary, I believe General Re is now well positioned to deliver huge amounts of no-cost float to Berkshire and that its sink-the-ship catastrophe risk has been eliminated. The company still possesses the important competitive strengths that I've outlined in the past. And it gained another highly significant advantage last year when each of its three largest worldwide competitors, previously rated AAA, was demoted by at least one rating agency. Among the giants, General Re, rated AAA across-the-board, is now in a class by itself in respect to financial strength.
总之,我相信通用再保险现在已经准备好为伯克希尔提供大量零成本的浮存金,并且其沉船般的灾难风险已被消除。该公司仍然拥有我过去概述的重要竞争优势。去年,当它的三个全球最大竞争对手(此前评级均为AAA)被至少一家评级机构降级时,它获得了另一个非常重要的优势。在巨头中,通用再保险全面获得AAA评级,现在在财务实力方面独树一帜。
No attribute is more important. Recently, in contrast, one of the world's largest reinsurers – a company regularly recommended to primary insurers by leading brokers – has all but ceased paying claims, including those both valid and due. This company owes many billions of dollars to hundreds of primary insurers who now face massive write-offs. "Cheap" reinsurance is a fool's bargain: When an insurer lays out money today in exchange for a reinsurer's promise to pay a decade or two later, it's dangerous – and possibly life-threatening – for the insurer to deal with any but the strongest reinsurer around.
没有比这更重要的属性了。相反,最近,世界上最大的再保险公司之一——一家领先的经纪商经常向原保险公司推荐的公司——几乎停止支付索赔,包括那些有效且到期的索赔。这家公司欠数百家原保险公司数十亿美元,这些原保险公司现在面临巨额核销。“廉价”再保险是傻瓜的交易:当一家保险公司今天掏出钱,换来一家再保险公司十年或二十年后支付的承诺时,与除了最强大的再保险公司之外的任何公司打交道都是危险的——甚至可能危及生命。
Berkshire shareholders owe Joe and Tad a huge thank you for their accomplishments in 2002. They worked harder during the year than I would wish for anyone – and it is paying off.
伯克希尔的股东应该为乔和塔德在2002年的成就向他们表示巨大的感谢。他们那年比我愿意看到的任何人都更努力地工作——而这正在得到回报。
At GEICO, everything went so well in 2002 that we should pinch ourselves. Growth was substantial, profits were outstanding, policyholder retention was up and sales productivity jumped significantly. These trends continue in early 2003.
在盖可保险,2002年一切都那么顺利,以至于我们应该掐自己一下。增长显著,利润出色,投保人留存率上升,销售生产率大幅提高。这些趋势在2003年初仍在继续。
Thank Tony Nicely for all of this. As anyone who knows him will attest, Tony has been in love with GEICO for 41 years – ever since he went to work for the company at 18 – and his results reflect this passion. He is proud of the money we save policyholders – about $1 billion annually versus what other insurers, on average, would have charged them. He is proud of the service we provide these policyholders: In a key industry survey, GEICO was recently ranked above all major competitors. He is proud of his 19,162 associates, who last year were awarded profit-sharing payments equal to 19% of their base salary because of the splendid results they achieved. And he is proud of the growing profits he delivers to Berkshire shareholders.
感谢托尼·奈斯利所做的一切。正如任何认识他的人都会证明的那样,托尼已经热爱盖可保险41年了——自从他18岁为公司工作以来——他的业绩反映了这种热情。他为我们的投保人节省的钱感到自豪——每年约10亿美元,而其他保险公司平均会收取更多。他为我们为这些投保人提供的服务感到自豪:在一项关键的行业调查中,盖可保险最近排名高于所有主要竞争对手。他为他的19,162名同事感到自豪,由于他们取得的出色业绩,去年他们获得了相当于基本工资19%的利润分成。他也为他带给伯克希尔股东不断增长的利润感到自豪。
GEICO took in $2.9 billion in premiums when Berkshire acquired full ownership in 1996. Last year, its volume was $6.9 billion, with plenty of growth to come. Particularly promising is the company's Internet operation, whose new business grew by 75% last year. Check us out at GEICO.com (or call 800-847-7536). In most states, shareholders get a special 8% discount.
当伯克希尔在1996年获得完全所有权时,盖可保险的保费收入为29亿美元。去年,它的业务量达到了69亿美元,未来还有很大的增长空间。尤其有希望的是公司的互联网业务,其新业务去年增长了75%。请访问GEICO.com(或致电800-847-7536)。在大多数州,股东可享受8%的特别折扣。
Here's one footnote to GEICO's 2002 earnings that underscores the need for insurers to do business with only the strongest of reinsurers. In 1981-1983, the managers then running GEICO decided to try their hand at writing commercial umbrella and product liability insurance. The risks seemed modest: the company took in only $3,051,000 from this line and used almost all of it – $2,979,000 – to buy reinsurance in order to limit its losses. GEICO was left with a paltry $72,000 as compensation for the minor portion of the risk that it retained. But this small bite of the apple was more than enough to make the experience memorable. GEICO's losses from this venture now total a breathtaking $94.1 million or about 130,000% of the net premium it received. Of the total loss, uncollectable receivables from deadbeat reinsurers account for no less than $90.3 million (including $19 million charged in 2002). So much for "cheap" reinsurance.
关于盖可保险2002年的收益,有一个脚注强调了保险公司只与最强大的再保险公司做生意的必要性。在1981-1983年,当时管理盖可保险的经理人决定尝试承保商业伞式和产品责任保险。风险似乎不大:该公司从这条业务线仅收取了3,051,000美元,并几乎全部用于购买再保险以限制损失。盖可保险只剩下微不足道的72,000美元作为其保留的微小风险部分的补偿。但这小小的一口苹果足以让这次经历令人难忘。盖可保险从这次冒险中产生的损失如今总计惊人的9,410万美元,约为其收取净保费的130,000%。在总损失中,来自赖账再保险公司的无法收回的应收账款不低于9,030万美元(包括2002年计提的1,900万美元)。“廉价”再保险不过如此。
Ajit Jain's reinsurance division was the major reason our float cost us so little last year. If we ever put a photo in a Berkshire annual report, it will be of Ajit. In color!
阿吉特·贾因的再保险部门是去年我们浮存金成本如此之低的主要原因。如果我们曾经在伯克希尔年报中放一张照片,那将是阿吉特的。彩色的!
Ajit's operation has amassed $13.4 billion of float, more than all but a handful of insurers have ever built up. He accomplished this from a standing start in 1986, and even now has a workforce numbering only 20. And, most important, he has produced underwriting profits.
阿吉特的业务已经积累了134亿美元的浮存金,超过除少数保险公司外的所有保险公司曾经积累的规模。他从1986年白手起家实现了这一目标,即使现在也只有20名员工。而且,最重要的是,他产生了承保利润。
His profits are particularly remarkable if you factor in some accounting arcana that I am about to lay on you. So prepare to eat your spinach (or, alternatively, if debits and credits aren't your thing, skip the next two paragraphs).
如果你考虑到我将要告诉你的一些会计奥秘,他的利润尤其引人注目。所以准备好吃你的菠菜吧(或者,如果借贷不是你的菜,跳过下面两段)。
Ajit's 2002 underwriting profit of $534 million came after his operation recognized a charge of $428 million attributable to "retroactive" insurance he has written over the years. In this line of business, we assume from another insurer the obligation to pay up to a specified amount for losses they have already incurred – often for events that took place decades earlier – but that are yet to be paid (for example, because a worker hurt in 1980 will receive monthly payments for life). In these arrangements, an insurer pays us a large upfront premium, but one that is less than the losses we expect to pay. We willingly accept this differential because a) our payments are capped, and b) we get to use the money until loss payments are actually made, with these often stretching out over a decade or more. About 80% of the $6.6 billion in asbestos and environmental loss reserves that we carry arises from capped contracts, whose costs consequently can't skyrocket.
阿吉特2002年5.34亿美元的承保利润是在其业务确认了4.28亿美元的费用之后实现的,该费用归因于他多年来承保的“追溯”保险。在这类业务中,我们从另一家保险公司承担义务,为其已发生但尚未支付的损失支付最高达特定金额的赔款——通常涉及几十年前发生的事件(例如,因为1980年受伤的工人将终身每月领取赔款)。在这些安排中,一家保险公司向我们支付一大笔预付保费,但这笔保费低于我们预期支付的损失。我们愿意接受这种差额,因为a)我们的支付是有上限的,并且b)我们可以在损失赔付实际发生之前使用这笔资金,而损失赔付往往要持续十年或更长时间。我们承担的66亿美元石棉和环境损失准备金中,约有80%来自有上限的合同,因此其成本不可能飙升。
When we write a retroactive policy, we immediately record both the premium and a reserve for the expected losses. The difference between the two is entered as an asset entitled "deferred charges – reinsurance assumed." This is no small item: at yearend, for all retroactive policies, it was $3.4 billion. We then amortize this asset downward by charges to income over the expected life of each policy. These charges – $440 million in 2002, including charges at Gen Re – create an underwriting loss, but one that is intentional and desirable. And even after this drag on reported results, Ajit achieved a large underwriting gain last year.
当我们承保一份追溯保单时,我们会立即记录保费和预期损失准备金。两者之间的差额作为一项名为“递延费用——分入再保险”的资产入账。这不是一个小项目:年底,对于所有追溯保单,这一数字为34亿美元。然后,我们在每份保单的预期寿命期内通过收益费用将这项资产摊销减少。这些费用——2002年为4.4亿美元,包括通用再保险的费用——产生了承保亏损,但这是有意为之且合乎需要的。即使在对报告业绩造成这种拖累之后,阿吉特去年仍然实现了巨额承保收益。
We want to emphasize, however, that we assume risks in Ajit's operation that are huge – far larger than those retained by any other insurer in the world. Therefore, a single event could cause a major swing in Ajit's results in any given quarter or year. That bothers us not at all: As long as we are paid appropriately, we love taking on short-term volatility that others wish to shed. At Berkshire, we would rather earn a lumpy 15% over time than a smooth 12%.
然而,我们要强调的是,我们在阿吉特的业务中承担的风险是巨大的——远远大于世界上任何其他保险公司自留的风险。因此,单个事件可能导致阿吉特在任何特定季度或年份的业绩出现重大波动。这根本不会困扰我们:只要我们得到适当的报酬,我们喜欢承担别人希望规避的短期波动。在伯克希尔,我们宁愿随着时间的推移赚取15%的不稳定回报,也不愿赚取12%的平稳回报。
If you see Ajit at our annual meeting, bow deeply.
如果你在我们的年会上看到阿吉特,请深深地鞠躬。
Berkshire's smaller insurers had an outstanding year. Their aggregate float grew by 38%, and they realized an underwriting profit of $32 million, or 4.5% of premiums. Collectively, these operations would make one of the finest insurance companies in the country.
伯克希尔的小型保险公司度过了出色的一年。它们的总浮存金增长了38%,并实现了3200万美元的承保利润,占保费的4.5%。总的来说,这些业务将构成美国最优秀的保险公司之一。
Included in these figures, however, were terrible results in our California workers' compensation operation. There, we have work to do. There, too, our reserving severely missed the mark. Until we figure out how to get this business right, we will keep it small.
然而,这些数字中包括了我们加州工人赔偿业务糟糕的业绩。在这方面,我们有工作要做。在这方面,我们的准备金也严重偏离了目标。在我们弄清楚如何正确经营这项业务之前,我们会让它保持小规模。
For the fabulous year they had in 2002, we thank Rod Eldred, John Kizer, Tom Nerney, Don Towle and Don Wurster. They added a lot of value to your Berkshire investment.
感谢罗德·埃尔德雷德、约翰·凯泽、汤姆·纳尼、唐·托尔和唐·沃斯特,他们在2002年度过了精彩的一年。他们为你的伯克希尔投资增加了大量价值。
Sources of Reported Earnings
报告收益的来源
The table that follows shows the main sources of Berkshire's reported earnings. You will notice that "Purchase-Accounting Adjustments" dropped sharply in 2002, the reason being that GAAP rules changed then, no longer requiring the amortization of goodwill. This change increases our reported earnings, but has no effect on our economic earnings.
下表显示了伯克希尔报告收益的主要来源。你会注意到“购买会计调整”在2002年急剧下降,原因是公认会计原则规则在那时发生了变化,不再要求摊销商誉。这一变化增加了我们报告的收益,但对我们的经济收益没有影响。
| (in millions) | Pre-Tax Earnings | Berkshire's Share of Net Earnings (after taxes and minority interests) | ||
|---|---|---|---|---|
| 2002 | 2001 | 2002 | 2001 | |
| Operating Earnings: | ||||
| Insurance Group: | ||||
| Underwriting – General Re | $(1,393) | $(3,671) | $(930) | $(2,391) |
| Underwriting – Berkshire Group | 534 | (647) | 347 | (433) |
| Underwriting – GEICO | 416 | 221 | 271 | 144 |
| Underwriting – Other Primary | 32 | 30 | 20 | 18 |
| Net Investment Income | 3,050 | 2,824 | 2,096 | 1,968 |
| Apparel(1) | 229 | (33) | 156 | (28) |
| Building Products(2) | 516 | 461 | 313 | 287 |
| Finance and Financial Products Business | 1,016 | 519 | 659 | 336 |
| Flight Services | 225 | 186 | 133 | 105 |
| MidAmerican Energy (80% owned) | 613 | 565 | 359 | 230 |
| Retail Operations | 166 | 175 | 97 | 101 |
| Scott Fetzer (excluding finance operation) | 129 | 129 | 83 | 83 |
| Shaw Industries(3) | 424 | 292 | 258 | 156 |
| Other Businesses | 256 | 212 | 160 | 131 |
| Purchase-Accounting Adjustments | (119) | (726) | (65) | (699) |
| Corporate Interest Expense | (86) | (92) | (55) | (60) |
| Shareholder-Designated Contributions | (17) | (17) | (11) | (11) |
| Other | 19 | 25 | 12 | 16 |
| Operating Earnings | 6,010 | 453 | 3,903 | (47) |
| Capital Gains from Investments | 603 | 1,320 | 383 | 842 |
| Total Earnings – All Entities | $6,613 | $1,773 | $4,286 | $795 |
| (单位:百万美元) | 税前利润 | 伯克希尔的净收益份额(税后及扣除少数股东权益后) | ||
|---|---|---|---|---|
| 2002 | 2001 | 2002 | 2001 | |
| 营业收益: | ||||
| 保险集团: | ||||
| 承保——通用再保险 | (1,393) | (3,671) | (930) | (2,391) |
| 承保——伯克希尔集团 | 534 | (647) | 347 | (433) |
| 承保——盖可保险 | 416 | 221 | 271 | 144 |
| 承保——其他主要保险 | 32 | 30 | 20 | 18 |
| 净投资收益 | 3,050 | 2,824 | 2,096 | 1,968 |
| 服装(1) | 229 | (33) | 156 | (28) |
| 建材产品(2) | 516 | 461 | 313 | 287 |
| 金融与金融产品业务 | 1,016 | 519 | 659 | 336 |
| 飞行服务 | 225 | 186 | 133 | 105 |
| 中美能源(持股80%) | 613 | 565 | 359 | 230 |
| 零售业务 | 166 | 175 | 97 | 101 |
| Scott Fetzer(不含金融业务) | 129 | 129 | 83 | 83 |
| Shaw Industries(3) | 424 | 292 | 258 | 156 |
| 其他业务 | 256 | 212 | 160 | 131 |
| 购买会计调整 | (119) | (726) | (65) | (699) |
| 公司利息费用 | (86) | (92) | (55) | (60) |
| 股东指定捐赠 | (17) | (17) | (11) | (11) |
| 其他 | 19 | 25 | 12 | 16 |
| 营业收益 | 6,010 | 453 | 3,903 | (47) |
| 投资资本利得 | 603 | 1,320 | 383 | 842 |
| 所有实体总收益 | 6,613 | 1,773 | 4,286 | 795 |
(1) Includes Fruit of the Loom from April 30, 2002 and Garan from September 4, 2002.
(2) Includes Johns Manville from February 27, 2001 and MiTek from July 31, 2001.
(3) From date of acquisition, January 8, 2001.
(1) 包括:Fruit of the Loom 自2002年4月30日起;Garan 自2002年9月4日起。
(2) 包括:Johns Manville 自2001年2月27日起;MiTek 自2001年7月31日起。
(3) 自收购日2001年1月8日起。
Here's a summary of major developments at our non-insurance businesses:
以下是我们非保险业务的主要发展摘要:
MidAmerican Energy's earnings grew in 2002 and will likely do so again this year. Most of the increase, both present and expected, results from the acquisitions described earlier. To fund these, Berkshire purchased $1,273 million of MidAmerican junior debt (bringing our total holdings of these 11% obligations to $1,728 million) and also invested $402 million in a "common-equivalent" stock. We now own (on a fully-diluted basis) 80.2% of MidAmerican's equity. MidAmerican's financial statements are presented in detail on page 37.
中美能源的收益在2002年有所增长,今年可能还会再次增长。无论是当前的还是预期的增长,大部分都来自前面描述的收购。为了资助这些收购,伯克希尔购买了12.73亿美元的中美能源次级债务(使我们持有的这些11%利息的债务总额达到17.28亿美元),并投资了4.02亿美元购买了“普通股等价”股票。我们现在(按完全稀释后)拥有中美能源80.2%的股权。中美能源的财务报表在第37页有详细列示。
Last year I told you of the problems at Dexter that led to a huge loss in our shoe business. Thanks to Frank Rooney and Jim Issler of H.H. Brown, the Dexter operation has been turned around. Despite the cost of unwinding our problems there, we earned $24 million in shoes last year, an upward swing of $70 million from 2001.
去年我告诉过你,Dexter的问题导致我们鞋业业务出现巨额亏损。感谢H.H. Brown的弗兰克·鲁尼和吉姆·伊斯勒,Dexter业务已经扭亏为盈。尽管我们为解除那里的问题付出了代价,但去年我们在鞋业上赚了2400万美元,比2001年增长了7000万美元。
Randy Watson at Justin also contributed to this improvement, increasing margins significantly while trimming invested capital. Shoes are a tough business, but we have terrific managers and believe that in the future we will earn reasonable returns on the capital we employ in this operation.
Justin的兰迪·沃森也为这一改善做出了贡献,在缩减投入资本的同时显著提高了利润率。鞋业是一项艰难的生意,但我们有出色的经理人,并相信未来我们将从这项业务中投入的资本获得合理的回报。
In a so-so year for home-furnishing and jewelry retailers, our operations did well. Among our eight retailing operations, the best performer was Homemaker's in Des Moines. There, the talented Merschman family achieved outstanding gains in both sales and profits.
在家居用品和珠宝零售商表现平平的一年里,我们的业务做得很好。在我们的八家零售业务中,表现最好的是得梅因的Homemaker's。在那里,才华横溢的默施曼家族在销售额和利润上都取得了出色的增长。
Nebraska Furniture Mart will open a new blockbuster store in metropolitan Kansas City in August. With 450,000 square feet of retail space, it could well produce the second largest volume of any furniture store in the country – the Omaha operation being the national champion. I hope Berkshire shareholders in the Kansas City area will come out for the opening (and keep coming).
内布拉斯加家具卖场将于8月在堪萨斯城大都会区开设一家轰动一时的大型新店。拥有45万平方英尺的零售空间,它很可能会成为全国第二大销售额的家居用品店——奥马哈店是全国冠军。我希望堪萨斯城地区的伯克希尔股东能来参加开业典礼(并且持续光顾)。
Our home and construction-related businesses – Acme Brick, Benjamin Moore Paint, Johns-Manville, MiTek and Shaw – delivered $941 million of pre-tax earnings last year. Of particular significance was Shaw's gain from $292 million in 2001 to $424 million. Bob Shaw and Julian Saul are terrific operators. Carpet prices increased only 1% last year, but Shaw's productivity gains and excellent expense control delivered significantly improved margins.
我们的家居和建筑相关业务——阿克米砖块、本杰明·摩尔涂料、约翰斯·曼维尔、MiTek和肖氏工业——去年实现了9.41亿美元的税前利润。尤其引人注目的是肖氏工业从2001年的2.92亿美元增长到4.24亿美元。鲍勃·肖和朱利安·索尔是出色的经营者。去年地毯价格仅上涨了1%,但肖氏工业的生产率提高和出色的费用控制带来了显著改善的利润率。
We cherish cost-consciousness at Berkshire. Our model is the widow who went to the local newspaper to place an obituary notice. Told there was a 25-cents-a-word charge, she requested "Fred Brown died." She was then informed there was a seven-word minimum. "Okay" the bereaved woman replied, "make it 'Fred Brown died, golf clubs for sale'."
我们珍惜伯克希尔的成本意识。我们的榜样是一位去当地报纸刊登讣告的寡妇。被告知每字收费25美分,她要求刊登“弗雷德·布朗去世”。然后她被告知最少七个字。“好吧”,这位悲伤的女士回答说,“改成‘弗雷德·布朗去世,高尔夫球杆出售’。”
Earnings from flight services increased last year – but only because we realized a special pre-tax gain of $60 million from the sale of our 50% interest in FlightSafety Boeing. Without this gain, earnings from our training business would have fallen slightly in concert with the slowdown in business-aviation activity. FlightSafety training continues to be the gold standard for the industry, and we expect growth in the years to come.
飞行服务的收益去年有所增长——但仅仅是因为我们从出售FlightSafety Boeing 50%的权益中获得了6000万美元的特别税前收益。如果没有这笔收益,我们培训业务的收益将随着公务航空活动的放缓而略有下降。飞安国际的培训仍然是该行业的黄金标准,我们预计未来几年将实现增长。
At NetJets, our fractional-ownership operation, we are the runaway leader of the four-company field. FAA records indicate that our industry share in 2002 was 75%, meaning that clients purchased or leased planes from us that were valued at triple those recorded by our three competitors combined. Last year, our fleet flew 132.7 million nautical miles, taking clients to 130 countries.
在我们的分时所有权业务NetJets,我们是四家公司领域中的遥遥领先者。美国联邦航空局的记录显示,2002年我们的行业份额为75%,这意味着客户从我们这里购买或租赁的飞机价值是我们的三个竞争对手总和的3倍。去年,我们的机队飞行了1.327亿海里,将客户送往130个国家。
Our preeminence is directly attributable to Rich Santulli, NetJets' CEO. He invented the business in 1986 and ever since has exhibited an unbending devotion to the highest levels of service, safety and security. Rich, Charlie and I insist on planes (and personnel) worthy of carrying our own families – because they regularly do.
我们的卓越地位直接归功于NetJets的CEO里奇·桑图利。他于1986年发明了这项业务,从那时起就坚定不移地致力于最高水平的服务、安全和保障。里奇、查理和我坚持使用足以承载我们自己家人的飞机(和人员)——因为它们确实经常这样做。
Though NetJets revenues set a record in 2002, the company again lost money. A small profit in the U.S. was more than offset by losses in Europe. Overall, the fractional-ownership industry lost significant sums last year, and that is almost certain to be the outcome in 2003 as well. The bald fact is that airplanes are costly to operate.
尽管NetJets的收入在2002年创下了记录,但该公司再次亏损。在美国的小额利润被欧洲的亏损所抵消。总的来说,分时所有权行业去年亏损惨重,2003年的结果几乎肯定也是如此。赤裸裸的事实是,飞机的运营成本很高。
Over time, this economic reality should work to our advantage, given that for a great many companies, private aircraft are an essential business tool. And for most of these companies, NetJets makes compelling sense as either a primary or supplementary supplier of the aircraft they need. Many businesses could save millions of dollars annually by flying with us. Indeed, the yearly savings at some large companies could exceed $10 million. Equally important, these companies would actually increase their operational capabilities by using us. A fractional ownership of a single NetJets plane allows a client to have several planes in the air simultaneously. Additionally, through the interchange arrangement we make available, an owner of an interest in one plane can fly any of 12 other models, using whatever plane makes most sense for a mission. (One of my sisters owns a fraction of a Falcon 2000, which she uses for trips to Hawaii, but – exhibiting the Buffett gene – she interchanges to a more economical Citation Excel for short trips in the U.S.)
随着时间的推移,这种经济现实应该对我们有利,因为对很多公司来说,私人飞机是必不可少的商业工具。对于这些公司中的大多数来说,NetJets作为他们所需飞机的主要或补充供应商,具有令人信服的意义。许多企业通过与我们合作飞行,每年可以节省数百万美元。事实上,一些大公司每年的节省可能超过1000万美元。同样重要的是,通过使用我们的服务,这些公司实际上可以提高其运营能力。拥有一架NetJets飞机的部分所有权,客户可以同时让多架飞机上天。此外,通过我们提供的交换安排,一架飞机的权益所有者可以飞行其他12种型号中的任何一种,根据任务选择最合适的飞机。(我的一个姐妹拥有一架猎鹰2000的部分权益,用于夏威夷旅行,但——表现出巴菲特的基因——她会在美国短途旅行时换成更经济的Citation Excel。)
The roster of NetJets users confirms the advantages we offer major businesses. Take General Electric, for example. It has a large fleet of its own but also has an unsurpassed knowledge of how to utilize aircraft effectively and economically. And it is our largest customer.
NetJets的用户名单证实了我们为主要企业提供的优势。以通用电气为例。它拥有自己的庞大机队,但也拥有无与伦比的有效和经济地使用飞机的知识。而且它是我们最大的客户。
Our finance and financial products line covers a variety of operations, among them certain activities in high-grade fixed-income securities that proved highly profitable in 2002. Earnings in this arena will probably continue for a while, but are certain to decrease – and perhaps disappear – in time.
我们的金融和金融产品线涵盖了多种业务,其中一些是高等级固定收益证券的活动,2002年被证明非常有利可图。这一领域的收益可能会持续一段时间,但肯定会减少——甚至可能消失。
This category also includes a highly satisfactory – but rapidly diminishing – income stream from our Berkadia investment in Finova (described in last year's report). Our partner, Leucadia National Corp., has managed this operation with great skill, willingly doing far more than its share of the heavy lifting. I like this division of labor and hope to join with Leucadia in future transactions.
这一类别还包括来自我们对Finova的Berkadia投资的非常令人满意但迅速减少的收入流(在去年的报告中描述)。我们的合作伙伴Leucadia National Corp.以高超的技巧管理着这项业务,自愿承担了远超其份额的重任。我喜欢这种分工,并希望在未来与Leucadia合作。
On the minus side, the Finance line also includes the operations of General Re Securities, a derivatives and trading business. This entity lost $173 million pre-tax last year, a result that, in part, is a belated acknowledgment of faulty, albeit standard, accounting it used in earlier periods. Derivatives, in fact, deserve an extensive look, both in respect to the accounting their users employ and to the problems they may pose for both individual companies and our economy.
不利的一面是,金融线还包括通用再保险证券的业务,这是一家衍生品和交易业务。该实体去年税前亏损1.73亿美元,这一结果部分是对其早期使用的有缺陷(尽管是标准的)会计的迟来承认。事实上,衍生品值得广泛关注,无论是从其用户使用的会计角度,还是从它们可能对单个公司和我们经济构成的问题来看。
Derivatives
衍生品
Charlie and I are of one mind in how we feel about derivatives and the trading activities that go with them: We view them as time bombs, both for the parties that deal in them and the economic system.
查理和我在对待衍生品及其伴随的交易活动方面意见一致:我们将它们视为定时炸弹,无论对交易方还是经济体系都是如此。
Having delivered that thought, which I'll get back to, let me retreat to explaining derivatives, though the explanation must be general because the word covers an extraordinarily wide range of financial contracts. Essentially, these instruments call for money to change hands at some future date, with the amount to be determined by one or more reference items, such as interest rates, stock prices or currency values. If, for example, you are either long or short an S&P 500 futures contract, you are a party to a very simple derivatives transaction – with your gain or loss derived from movements in the index. Derivatives contracts are of varying duration (running sometimes to 20 or more years) and their value is often tied to several variables.
表达了这一想法(我还会回头再谈),让我退一步解释衍生品,尽管解释必须笼统,因为这个词涵盖了极其广泛的金融合约。基本上,这些工具要求资金在未来的某个日期易手,金额由一个或多个参考项目确定,例如利率、股票价格或货币价值。例如,如果你做多或做空标准普尔500指数期货合约,你就是一项非常简单的衍生品交易的参与者——你的收益或损失来自指数的变动。衍生品合约的期限各不相同(有时长达20年或更长),其价值通常与多个变量挂钩。
Unless derivatives contracts are collateralized or guaranteed, their ultimate value also depends on the creditworthiness of the counterparties to them. In the meantime, though, before a contract is settled, the counterparties record profits and losses – often huge in amount – in their current earnings statements without so much as a penny changing hands.
除非衍生品合约有抵押或担保,否则它们的最终价值还取决于交易对手的信用worthiness。然而,在合约结算之前,交易双方在其当期收益表中记录利润和损失——通常金额巨大——而无需实际易手一分钱。
The range of derivatives contracts is limited only by the imagination of man (or sometimes, so it seems, madmen). At Enron, for example, newsprint and broadband derivatives, due to be settled many years in the future, were put on the books. Or say you want to write a contract speculating on the number of twins to be born in Nebraska in 2020. No problem – at a price, you will easily find an obliging counterparty.
衍生品合约的范围只受人类想象力的限制(或者有时,似乎是疯子的想象力)。例如,在安然公司,新闻纸和宽带衍生品,将在未来许多年后结算,被记入账目。或者说你想写一份合约,押注2020年内布拉斯加州出生的双胞胎数量。没问题——只要价格合适,你会很容易找到一个合作的对手方。
When we purchased Gen Re, it came with General Re Securities, a derivatives dealer that Charlie and I didn't want, judging it to be dangerous. We failed in our attempts to sell the operation, however, and are now terminating it.
当我们收购通用再保险时,它带来了通用再保险证券,这是一家查理和我不想要的衍生品交易商,我们判断它是危险的。我们试图出售该业务的努力失败了,现在正在将其终止。
But closing down a derivatives business is easier said than done. It will be a great many years before we are totally out of this operation (though we reduce our exposure daily). In fact, the reinsurance and derivatives businesses are similar: Like Hell, both are easy to enter and almost impossible to exit. In either industry, once you write a contract – which may require a large payment decades later – you are usually stuck with it. True, there are methods by which the risk can be laid off with others. But most strategies of that kind leave you with residual liability.
但是关闭衍生品业务说起来容易做起来难。我们需要很多年才能完全摆脱这项业务(尽管我们每天都在减少风险敞口)。事实上,再保险和衍生品业务是相似的:就像地狱一样,两者都是容易进入,几乎不可能退出。在任何一个行业,一旦你签了合同——可能需要几十年后支付一大笔钱——你通常就被它困住了。没错,有一些方法可以将风险转移给他人。但大多数此类策略都会让你保留剩余责任。
Another commonality of reinsurance and derivatives is that both generate reported earnings that are often wildly overstated. That's true because today's earnings are in a significant way based on estimates whose inaccuracy may not be exposed for many years.
再保险和衍生品的另一个共同点是,两者都会产生经常被严重夸大的报告收益。这是因为当前的收益在很大程度上基于估计,而这些估计的不准确可能需要很多年才能暴露出来。
Errors will usually be honest, reflecting only the human tendency to take an optimistic view of one's commitments. But the parties to derivatives also have enormous incentives to cheat in accounting for them. Those who trade derivatives are usually paid (in whole or part) on "earnings" calculated by mark-to-market accounting. But often there is no real market (think about our contract involving twins) and "mark-to-model" is utilized. This substitution can bring on large-scale mischief. As a general rule, contracts involving multiple reference items and distant settlement dates increase the opportunities for counterparties to use fanciful assumptions. In the twins scenario, for example, the two parties to the contract might well use differing models allowing both to show substantial profits for many years. In extreme cases, mark-to-model degenerates into what I would call mark-to-myth.
错误通常是诚实的,只反映了人类倾向于对自己的承诺持乐观态度。但衍生品的交易方也有巨大的动机在会计上作弊。那些交易衍生品的人通常根据按市值计价会计计算的“收益”获得(全部或部分)报酬。但常常没有真正的市场(想想我们关于双胞胎的合同),于是使用“按模型计价”。这种替代可能会引发大规模的恶作剧。一般来说,涉及多个参考项目和遥远结算日期的合同增加了对手方使用虚幻假设的机会。例如,在双胞胎情景中,合同的双方很可能会使用不同的模型,使双方都能在多年内显示可观的利润。在极端情况下,按模型计价退化为我所说的按神话计价。
Of course, both internal and outside auditors review the numbers, but that's no easy job. For example, General Re Securities at yearend (after ten months of winding down its operation) had 14,384 contracts outstanding, involving 672 counterparties around the world. Each contract had a plus or minus value derived from one or more reference items, including some of mind-boggling complexity. Valuing a portfolio like that, expert auditors could easily and honestly have widely varying opinions.
当然,内部和外部审计师都会审查这些数字,但这不是一件容易的工作。例如,年底(经过十个月的业务清盘),通用再保险证券仍有14,384份未平仓合约,涉及全球672个交易对手。每个合约都有一个正值或负值,源自一个或多个参考项目,包括一些令人难以置信的复杂项目。对一个这样的投资组合进行估值,专业的审计师很容易诚实地产生产泛不同的意见。
The valuation problem is far from academic: In recent years, some huge-scale frauds and near-frauds have been facilitated by derivatives trades. In the energy and electric utility sectors, for example, companies used derivatives and trading activities to report great "earnings" – until the roof fell in when they actually tried to convert the derivatives-related receivables on their balance sheets into cash. "Mark-to-market" then turned out to be truly "mark-to-myth."
估值问题远非学术性的:近年来,一些大规模的欺诈和接近欺诈的行为是通过衍生品交易促成的。例如,在能源和电力行业,公司利用衍生品和交易活动报告巨大的“收益”——直到他们真正试图将资产负债表上与衍生品相关的应收账款转化为现金时,屋顶塌陷了。那时,“按市值计价”结果真正变成了“按神话计价”。
I can assure you that the marking errors in the derivatives business have not been symmetrical. Almost invariably, they have favored either the trader who was eyeing a multi-million dollar bonus or the CEO who wanted to report impressive "earnings" (or both). The bonuses were paid, and the CEO profited from his options. Only much later did shareholders learn that the reported earnings were a sham.
我可以向你保证,衍生品业务中的计价错误并非对称的。几乎总是,它们有利于那些盯着数百万美元奖金的交易员,或者想要报告令人印象深刻的“收益”的CEO(或两者兼而有之)。奖金被支付了,CEO从他的期权中获利。直到很久以后,股东们才得知报告的收益是虚假的。
Another problem about derivatives is that they can exacerbate trouble that a corporation has run into for completely unrelated reasons. This pile-on effect occurs because many derivatives contracts require that a company suffering a credit downgrade immediately supply collateral to counterparties. Imagine, then, that a company is downgraded because of general adversity and that its derivatives instantly kick in with their requirement, imposing an unexpected and enormous demand for cash collateral on the company. The need to meet this demand can then throw the company into a liquidity crisis that may, in some cases, trigger still more downgrades. It all becomes a spiral that can lead to a corporate meltdown.
衍生品的另一个问题是,它们可能会加剧公司因完全不相关的原因而陷入的困境。这种叠加效应之所以发生,是因为许多衍生品合约要求遭受信用评级下调的公司立即向交易对手提供抵押品。想象一下,一家公司因为普遍的不利因素而被降级,其衍生品立即触发其要求,给公司带来意外且巨大的现金抵押品需求。满足这一需求的需要可能使公司陷入流动性危机,在某些情况下可能引发更多的降级。这一切都变成了一个螺旋,可能导致公司崩溃。
Derivatives also create a daisy-chain risk that is akin to the risk run by insurers or reinsurers that lay off much of their business with others. In both cases, huge receivables from many counterparties tend to build up over time. (At Gen Re Securities, we still have $6.5 billion of receivables, though we've been in a liquidation mode for nearly a year.) A participant may see himself as prudent, believing his large credit exposures to be diversified and therefore not dangerous. Under certain circumstances, though, an exogenous event that causes the receivable from Company A to go bad will also affect those from Companies B through Z. History teaches us that a crisis often causes problems to correlate in a manner undreamed of in more tranquil times.
衍生品还创造了一种链条风险,类似于保险公司或再保险公司将其大部分业务转分给他人所承担的风险。在这两种情况下,来自许多交易对手的巨额应收账款往往会随着时间积累。(在通用再保险证券,尽管我们已经处于清盘模式近一年,但我们仍有65亿美元的应收账款。)一个参与者可能认为自己很谨慎,相信他的大额信用风险是分散的,因此并不危险。然而,在某些情况下,导致公司A的应收账款出问题的外生事件也会影响公司B到Z的应收账款。历史告诉我们,危机常常导致问题以一种在平静时期无法想象的方式相关联。
In banking, the recognition of a "linkage" problem was one of the reasons for the formation of the Federal Reserve System. Before the Fed was established, the failure of weak banks would sometimes put sudden and unanticipated liquidity demands on previously-strong banks, causing them to fail in turn. The Fed now insulates the strong from the troubles of the weak. But there is no central bank assigned to the job of preventing the dominoes toppling in insurance or derivatives. In these industries, firms that are fundamentally solid can become troubled simply because of the travails of other firms further down the chain. When a "chain reaction" threat exists within an industry, it pays to minimize links of any kind. That's how we conduct our reinsurance business, and it's one reason we are exiting derivatives.
在银行业,认识到“关联”问题是联邦储备系统成立的原因之一。在美联储成立之前,弱银行的失败有时会给之前强大的银行带来突然和意想不到的流动性需求,导致它们相继失败。美联储现在隔离了强者免受弱者麻烦的影响。但是没有中央银行被指派负责防止保险或衍生品领域的多米诺骨牌倒塌。在这些行业,基本面稳固的公司可能仅仅因为链条更下游的其他公司的困境而陷入困境。当一个行业内存在“连锁反应”威胁时,最小化任何形式的联系是有益的。这就是我们经营再保险业务的方式,也是我们退出衍生品的原因之一。
Many people argue that derivatives reduce systemic problems, in that participants who can't bear certain risks are able to transfer them to stronger hands. These people believe that derivatives act to stabilize the economy, facilitate trade, and eliminate bumps for individual participants. And, on a micro level, what they say is often true. Indeed, at Berkshire, I sometimes engage in large-scale derivatives transactions in order to facilitate certain investment strategies.
许多人认为衍生品减少了系统性问题,因为不能承受某些风险的参与者能够将其转移给更强大的对手。这些人认为衍生品能够稳定经济,促进贸易,并消除个体参与者的颠簸。而且,在微观层面上,他们所说的通常是正确的。事实上,在伯克希尔,我有时会进行大规模的衍生品交易,以促进某些投资策略。
Charlie and I believe, however, that the macro picture is dangerous and getting more so. Large amounts of risk, particularly credit risk, have become concentrated in the hands of relatively few derivatives dealers, who in addition trade extensively with one other. The troubles of one could quickly infect the others. On top of that, these dealers are owed huge amounts by non-dealer counterparties. Some of these counterparties, as I've mentioned, are linked in ways that could cause them to contemporaneously run into a problem because of a single event (such as the implosion of the telecom industry or the precipitous decline in the value of merchant power projects). Linkage, when it suddenly surfaces, can trigger serious systemic problems.
然而,查理和我相信,宏观图景是危险的,而且越来越危险。大量的风险,尤其是信用风险,已经集中在相对较少的衍生品交易商手中,而且这些交易商之间还进行着大量的相互交易。一家的麻烦可能会迅速感染其他家。最重要的是,非交易商对手方欠这些交易商巨额资金。我提到过,其中一些对手方以某种方式联系在一起,可能导致它们因单次事件(例如电信行业的内爆或商业电力项目价值的急剧下降)而同时陷入困境。关联性突然出现时,可能引发严重的系统性问题。
Indeed, in 1998, the leveraged and derivatives-heavy activities of a single hedge fund, Long-Term Capital Management, caused the Federal Reserve anxieties so severe that it hastily orchestrated a rescue effort. In later Congressional testimony, Fed officials acknowledged that, had they not intervened, the outstanding trades of LTCM – a firm unknown to the general public and employing only a few hundred people – could well have posed a serious threat to the stability of American markets. In other words, the Fed acted because its leaders were fearful of what might have happened to other financial institutions had the LTCM domino toppled. And this affair, though it paralyzed many parts of the fixed-income market for weeks, was far from a worst-case scenario.
事实上,在1998年,一家名为长期资本管理的对冲基金的高杠杆和高度衍生品活动,引起了美联储的严重焦虑,以至于它匆忙策划了一次救援行动。在随后的国会证词中,美联储官员承认,如果他们不干预,LTCM的未平仓交易——一家公众不知名、只雇佣了几百人的公司——很可能会对美国市场的稳定构成严重威胁。换句话说,美联储采取行动是因为其领导人担心,如果LTCM的多米诺骨牌倒下,其他金融机构可能会发生什么。而这件事,尽管使固定收益市场的许多部分瘫痪了数周,却远非最坏的情况。
One of the derivatives instruments that LTCM used was total-return swaps, contracts that facilitate 100% leverage in various markets, including stocks. For example, Party A to a contract, usually a bank, puts up all of the money for the purchase of a stock while Party B, without putting up any capital, agrees that at a future date it will receive any gain or pay any loss that the bank realizes.
LTCM使用的衍生品工具之一是总收益互换,这种合约在各种市场(包括股票市场)中提供100%的杠杆。例如,合约的甲方(通常是银行)为购买股票提供全部资金,而乙方无需投入任何资金,同意在未来某个日期收取银行实现的任何收益或支付任何损失。
Total-return swaps of this type make a joke of margin requirements. Beyond that, other types of derivatives severely curtail the ability of regulators to curb leverage and generally get their arms around the risk profiles of banks, insurers and other financial institutions. Similarly, even experienced investors and analysts encounter major problems in analyzing the financial condition of firms that are heavily involved with derivatives contracts. When Charlie and I finish reading the long footnotes detailing the derivatives activities of major banks, the only thing we understand is that we don't understand how much risk the institution is running.
这种类型的总收益互换使保证金要求成为笑话。除此之外,其他类型的衍生品严重削弱了监管机构抑制杠杆以及全面掌握银行、保险公司和其他金融机构风险状况的能力。同样,即使是经验丰富的投资者和分析师在分析与衍生品合约高度相关的公司的财务状况时也会遇到重大问题。当查理和我读完详细说明大银行衍生品活动的长篇脚注时,我们唯一理解的是,我们不了解该机构正在承担多少风险。
The derivatives genie is now well out of the bottle, and these instruments will almost certainly multiply in variety and number until some event makes their toxicity clear. Knowledge of how dangerous they are has already permeated the electricity and gas businesses, in which the eruption of major troubles caused the use of derivatives to diminish dramatically. Elsewhere, however, the derivatives business continues to expand unchecked. Central banks and governments have so far found no effective way to control, or even monitor, the risks posed by these contracts.
衍生品的精灵现在已经从瓶子里跑了出来,这些工具几乎肯定会在种类和数量上增加,直到某个事件使其毒性变得清晰。关于它们有多危险的知识已经渗透到电力和天然气行业,在这些行业中,重大麻烦的爆发导致衍生品的使用急剧减少。然而,在其他地方,衍生品业务继续 unchecked 扩张。中央银行和政府迄今尚未找到有效的方法来控制甚至监测这些合约带来的风险。
Charlie and I believe Berkshire should be a fortress of financial strength – for the sake of our owners, creditors, policyholders and employees. We try to be alert to any sort of megacatastrophe risk, and that posture may make us unduly apprehensive about the burgeoning quantities of long-term derivatives contracts and the massive amount of uncollateralized receivables that are growing alongside. In our view, however, derivatives are financial weapons of mass destruction, carrying dangers that, while now latent, are potentially lethal.
查理和我相信,为了我们的所有者、债权人、投保人和员工,伯克希尔应该成为财务实力的堡垒。我们试图对任何类型的特大灾难风险保持警惕,这种姿态可能会使我们对日益增长的长期衍生品合约以及随之增长的大量无抵押应收账款过分担忧。然而,在我们看来,衍生品是大规模杀伤性金融武器,其危险性虽然目前是潜在的,但可能是致命的。
Investments
投资
Below we show our common stock investments. Those that had a market value of more than $500 million at the end of 2002 are itemized.
下面我们列出普通股投资。那些在2002年底市值超过5亿美元的项目被逐项列出。
| Shares | Company | Cost (dollars in millions) | Market (dollars in millions) |
|---|---|---|---|
| 151,610,700 | American Express Company | $1,470 | $5,359 |
| 200,000,000 | The Coca-Cola Company | 1,299 | 8,768 |
| 96,000,000 | The Gillette Company | 600 | 2,915 |
| 15,999,200 | H&R Block, Inc. | 255 | 643 |
| 6,708,760 | M&T Bank | 103 | 532 |
| 24,000,000 | Moody's Corporation | 499 | 991 |
| 1,727,765 | The Washington Post Company | 11 | 1,275 |
| 53,265,080 | Wells Fargo & Company | 306 | 2,497 |
| Others | 4,621 | 5,383 | |
| Total Common Stocks | $9,164 | $28,363 |
| 持股数 | 公司 | 成本(单位:百万美元) | 市值(单位:百万美元) |
|---|---|---|---|
| 151,610,700 | 美国运通公司 | 1,470 | 5,359 |
| 200,000,000 | 可口可乐公司 | 1,299 | 8,768 |
| 96,000,000 | 吉列公司 | 600 | 2,915 |
| 15,999,200 | H&R Block 公司 | 255 | 643 |
| 6,708,760 | M&T 银行 | 103 | 532 |
| 24,000,000 | 穆迪公司 | 499 | 991 |
| 1,727,765 | 华盛顿邮报公司 | 11 | 1,275 |
| 53,265,080 | 富国银行 | 306 | 2,497 |
| 其他 | 4,621 | 5,383 | |
| 普通股合计 | 9,164 | 28,363 |
We continue to do little in equities. Charlie and I are increasingly comfortable with our holdings in Berkshire's major investees because most of them have increased their earnings while their valuations have decreased. But we are not inclined to add to them. Though these enterprises have good prospects, we don't yet believe their shares are undervalued.
我们继续在股票上很少操作。查理和我对伯克希尔主要被投资方的持股越来越放心,因为它们中的大多数在估值下降的同时增加了收益。但我们不倾向于增持。尽管这些企业前景良好,但我们还不认为它们的股票被低估。
In our view, the same conclusion fits stocks generally. Despite three years of falling prices, which have significantly improved the attractiveness of common stocks, we still find very few that even mildly interest us. That dismal fact is testimony to the insanity of valuations reached during The Great Bubble. Unfortunately, the hangover may prove to be proportional to the binge.
我们认为,同样的结论普遍适用于股票。尽管经历了三年的价格下跌,这显著提高了普通股的吸引力,但我们仍然发现很少有真正让我们感兴趣的股票。这一令人沮丧的事实证明了“大泡沫”期间所达到估值的疯狂。不幸的是,宿醉的程度可能与狂饮的程度成正比。
The aversion to equities that Charlie and I exhibit today is far from congenital. We love owning common stocks – if they can be purchased at attractive prices. In my 61 years of investing, 50 or so years have offered that kind of opportunity. There will be years like that again. Unless, however, we see a very high probability of at least 10% pre-tax returns (which translate to 6½-7% after corporate tax), we will sit on the sidelines. With short-term money returning less than 1% after-tax, sitting it out is no fun. But occasionally successful investing requires inactivity.
查理和我今天表现出的对股票的厌恶绝非天生。我们喜欢拥有普通股——如果能以有吸引力的价格购买的话。在我61年的投资生涯中,大约有50年提供了这样的机会。还会有那样的年份。然而,除非我们看到至少有10%税前回报(相当于公司税后6.5-7%)的可能性非常高,否则我们将袖手旁观。在短期资金税后回报率低于1%的情况下,袖手旁观并不有趣。但偶尔,成功的投资需要不行动。
Last year we were, however, able to make sensible investments in a few "junk" bonds and loans. Overall, our commitments in this sector sextupled, reaching $8.3 billion by yearend.
然而,去年我们能够在一些“垃圾”债券和贷款上进行明智的投资。总的来说,我们在该领域的投资增长了六倍,到年底达到83亿美元。
Investing in junk bonds and investing in stocks are alike in certain ways: Both activities require us to make a price-value calculation and also to scan hundreds of securities to find the very few that have attractive reward/risk ratios. But there are important differences between the two disciplines as well. In stocks, we expect every commitment to work out well because we concentrate on conservatively financed businesses with strong competitive strengths, run by able and honest people. If we buy into these companies at sensible prices, losses should be rare. Indeed, during the 38 years we have run the company's affairs, gains from the equities we manage at Berkshire (that is, excluding those managed at General Re and GEICO) have exceeded losses by a ratio of about 100 to one.
投资垃圾债券和投资股票在某些方面是相似的:这两种活动都需要我们进行价格-价值计算,并扫描数百种证券,以找到少数具有有吸引力的回报/风险比率的证券。但这两个领域之间也存在重要差异。在股票方面,我们希望每一笔投资都能顺利进行,因为我们专注于保守融资、具有强大竞争实力、由能干且诚实的人经营的企业。如果我们以合理的价格买入这些公司,损失应该是罕见的。事实上,在我们管理公司事务的38年里,我们在伯克希尔管理的股票收益(即不包括在通用再保险和盖可保险管理的股票)与亏损的比例约为100比1。
Purchasing junk bonds, we are dealing with enterprises that are far more marginal. These businesses are usually overloaded with debt and often operate in industries characterized by low returns on capital. Additionally, the quality of management is sometimes questionable. Management may even have interests that are directly counter to those of debtholders. Therefore, we expect that we will have occasional large losses in junk issues. So far, however, we have done reasonably well in this field.
购买垃圾债券时,我们面对的是边缘得多的企业。这些企业通常债务过重,并且经常在资本回报率较低的行业中运营。此外,管理层的质量有时值得怀疑。管理层甚至可能拥有与债权人直接对立的利益。因此,我们预计在垃圾债券上有时会遭受重大损失。然而,到目前为止,我们在这个领域做得相当不错。
Corporate Governance
公司治理
Both the ability and fidelity of managers have long needed monitoring. Indeed, nearly 2,000 years ago, Jesus Christ addressed this subject, speaking (Luke 16:2) approvingly of "a certain rich man" who told his manager, "Give an account of thy stewardship; for thou mayest no longer be steward."
经理人的能力和忠诚度长期需要监督。事实上,近两千年前,耶稣基督就谈到了这个问题,他(《路加福音》16:2)赞许地提到“一个财主”,他对他的管家说:“把你管家的账目交代清楚,因为你不能再当管家了。”
Accountability and stewardship withered in the last decade, becoming qualities deemed of little importance by those caught up in the Great Bubble. As stock prices went up, the behavioral norms of managers went down. By the late '90s, as a result, CEOs who traveled the high road did not encounter heavy traffic.
问责制和管家精神在过去十年中萎缩了,被卷入“大泡沫”的人认为这些品质无足轻重。随着股价上涨,经理人的行为准则却在下降。结果是,到了90年代末,走在高尚道路上的CEO们并没有遇到拥堵的交通。
Most CEOs, it should be noted, are men and women you would be happy to have as trustees for your children's assets or as next-door neighbors. Too many of these people, however, have in recent years behaved badly at the office, fudging numbers and drawing obscene pay for mediocre business achievements. These otherwise decent people simply followed the career path of Mae West: "I was Snow White but I drifted."
应该指出的是,大多数CEO都是你乐意作为孩子资产的受托人或隔壁邻居的男性和女性。然而,这些人中有太多在最近几年在办公室行为不端,篡改数字并为平庸的业务业绩获取离谱的报酬。这些本来体面的人只是追随了梅·韦斯特的事业道路:“我曾是白雪公主,但我偏离了方向。”
In theory, corporate boards should have prevented this deterioration of conduct. I last wrote about the responsibilities of directors in the 1993 annual report. (We will send you a copy of this discussion on request, or you may read it on the Internet in the Corporate Governance section of the 1993 letter.) There, I said that directors "should behave as if there was a single absentee owner, whose long-term interest they should try to further in all proper ways." This means that directors must get rid of a manager who is mediocre or worse, no matter how likable he may be. Directors must react as did the chorus-girl bride of an 85-year-old multimillionaire when he asked whether she would love him if he lost his money. "Of course," the young beauty replied, "I would miss you, but I would still love you."
理论上,公司董事会应该已经阻止了这种行为恶化。我上一次写关于董事责任的文章是在1993年的年报中。(我们将应要求寄给你该讨论的副本,或者你可以在互联网上1993年信函的公司治理部分阅读。)在那里,我说董事们“应该表现得好像有一位缺席的唯一所有者,他们应该以一切恰当的方式努力推进其长期利益。”这意味着董事们必须摆脱平庸或更差的经理人,无论他多么讨人喜欢。董事们的反应应该像一位85岁千万富翁的合唱团女孩新娘一样,当他问她如果失去金钱是否还会爱他时。“当然,”这位年轻美女回答,“我会想念你,但我仍然爱你。”
In the 1993 annual report, I also said directors had another job: "If able but greedy managers over-reach and try to dip too deeply into the shareholders' pockets, directors must slap their hands." Since I wrote that, over-reaching has become common but few hands have been slapped.
在1993年的年报中,我还说董事们有另一项工作:“如果有能力但贪婪的经理人越界,试图从股东口袋里捞得太多,董事们必须打他们的手。”自从我写下这句话以来,越界变得普遍,但很少有手被打。
Why have intelligent and decent directors failed so miserably? The answer lies not in inadequate laws – it's always been clear that directors are obligated to represent the interests of shareholders – but rather in what I'd call "boardroom atmosphere."
为什么聪明而体面的董事们会如此悲惨地失败?答案不在于法律不足——董事有义务代表股东利益这一点一直很明确——而在于我称之为“董事会氛围”的东西。
It's almost impossible, for example, in a boardroom populated by well-mannered people, to raise the question of whether the CEO should be replaced. It's equally awkward to question a proposed acquisition that has been endorsed by the CEO, particularly when his inside staff and outside advisors are present and unanimously support his decision. (They wouldn't be in the room if they didn't.) Finally, when the compensation committee – armed, as always, with support from a high-paid consultant – reports on a megagrant of options to the CEO, it would be like belching at the dinner table for a director to suggest that the committee reconsider.
例如,在一个由彬彬有礼的人组成的董事会中,提出是否应该更换CEO的问题几乎是不可能的。质疑CEO支持的拟议收购同样尴尬,特别是当他的内部员工和外部顾问在场并一致支持他的决定时。(如果他们不支持,他们就不会在房间里。)最后,当薪酬委员会——一如既往地由高薪顾问支持——向CEO报告巨额期权授予时,董事建议委员会重新考虑,这就像在餐桌上打嗝一样不合时宜。
These "social" difficulties argue for outside directors regularly meeting without the CEO – a reform that is being instituted and that I enthusiastically endorse. I doubt, however, that most of the other new governance rules and recommendations will provide benefits commensurate with the monetary and other costs they impose.
这些“社交”困难要求外部董事定期在CEO不在场的情况下开会——这是一项正在实施、我热情支持改革。然而,我怀疑大多数其他新的治理规则和建议能否提供与其所施加的金钱和其他成本相称的收益。
The current cry is for "independent" directors. It is certainly true that it is desirable to have directors who think and speak independently – but they must also be business-savvy, interested and shareholder-oriented. In my 1993 commentary, those are the three qualities I described as essential.
当前的呼声是要求“独立”董事。当然,拥有独立思考、独立发言的董事是可取的——但他们还必须精通商业、有兴趣并面向所有者。在我1993年的评论中,这些是我描述为必不可少的三个品质。
Over a span of 40 years, I have been on 19 public-company boards (excluding Berkshire's) and have interacted with perhaps 250 directors. Most of them were "independent" as defined by today's rules. But the great majority of these directors lacked at least one of the three qualities I value. As a result, their contribution to shareholder well-being was minimal at best and, too often, negative. These people, decent and intelligent though they were, simply did not know enough about business and/or care enough about shareholders to question foolish acquisitions or egregious compensation. My own behavior, I must ruefully add, frequently fell short as well: Too often I was silent when management made proposals that I judged to be counter to the interests of shareholders. In those cases, collegiality trumped independence.
在40年的时间里,我曾担任过19家上市公司(不包括伯克希尔)的董事,并与大约250名董事打过交道。他们中的大多数人按照今天的定义都是“独立”的。但这些董事中的绝大多数缺乏我所看重的三个品质中的至少一个。结果是,他们对股东福祉的贡献充其量是微不足道的,而且往往是负面的。这些人,尽管体面和聪明,只是对商业了解不够和/或对股东关心不够,以至于无法质疑愚蠢的收购或离谱的薪酬。我必须悔恨地补充一点,我自己的行为也常常不足:在管理层提出我认为违背股东利益的提议时,我常常保持沉默。在那些情况下,同僚情谊压倒了独立性。
So that we may further see the failings of "independence," let's look at a 62-year case study covering thousands of companies. Since 1940, federal law has mandated that a large proportion of the directors of investment companies (most of these mutual funds) be independent. The requirement was originally 40% and now it is 50%. In any case, the typical fund has long operated with a majority of directors who qualify as independent.
为了进一步看清“独立性”的失败,让我们看一个涵盖数千家公司的62年案例研究。自1940年以来,联邦法律就规定投资公司(这些公司大多是共同基金)的董事中很大一部分必须是独立的。最初的要求是40%,现在是50%。无论如何,典型的基金长期以来一直以独立董事占多数的方式运作。
These directors and the entire board have many perfunctory duties, but in actuality have only two important responsibilities: obtaining the best possible investment manager and negotiating with that manager for the lowest possible fee. When you are seeking investment help yourself, those two goals are the only ones that count, and directors acting for other investors should have exactly the same priorities. Yet when it comes to independent directors pursuing either goal, their record has been absolutely pathetic.
这些董事和整个董事会承担着许多形式化的职责,但实际上只有两项重要职责:获得尽可能好的投资经理,并与之协商尽可能低的费用。当你自己寻求投资帮助时,这两个目标是唯一重要的,代表其他投资者的董事应该有完全相同的优先事项。然而,当谈到独立董事追求这两个目标时,他们的记录绝对是可悲的。
Many thousands of investment-company boards meet annually to carry out the vital job of selecting who will manage the savings of the millions of owners they represent. Year after year the directors of Fund A select manager A, Fund B directors select manager B, etc. … in a zombie-like process that makes a mockery of stewardship. Very occasionally, a board will revolt. But for the most part, a monkey will type out a Shakespeare play before an "independent" mutual-fund director will suggest that his fund look at other managers, even if the incumbent manager has persistently delivered substandard performance. When they are handling their own money, of course, directors will look to alternative advisors – but it never enters their minds to do so when they are acting as fiduciaries for others.
成千上万的 investment company 董事会每年开会,执行选择谁来管理他们代表的数百万所有者的储蓄这项至关重要的工作。年复一年,基金A的董事选择经理A,基金B的董事选择经理B,等等……在一个僵尸般的过程中,对管家职责的嘲弄。偶尔,董事会会反抗。但大多数情况下,在一位“独立”的共同基金董事建议他的基金考虑其他经理人之前,猴子都能打出莎士比亚的戏剧,即使现任经理人一直表现不佳。当然,在处理自己的钱时,董事们会考虑其他顾问——但当他们作为他人的受托人行事时,这从未进入他们的脑海。
The hypocrisy permeating the system is vividly exposed when a fund management company – call it "A" – is sold for a huge sum to Manager "B". Now the "independent" directors experience a "counter-revelation" and decide that Manager B is the best that can be found – even though B was available (and ignored) in previous years. Not so incidentally, B also could formerly have been hired at a far lower rate than is possible now that it has bought Manager A. That's because B has laid out a fortune to acquire A, and B must now recoup that cost through fees paid by the A shareholders who were "delivered" as part of the deal. (For a terrific discussion of the mutual fund business, read John Bogle's Common Sense on Mutual Funds.)
当一个基金管理公司——称之为“A”——以巨额价格卖给经理人“B”时,渗透在系统中的虚伪就被生动地暴露出来了。现在,“独立”董事们经历了一次“反启示”,并认定经理B是能找到的最佳人选——尽管B在过去几年里一直可用(且被忽略)。并非偶然的是,B以前本可以以比现在低得多的费率被聘用,现在它已经收购了经理A。这是因为B花了一大笔钱收购了A,而现在B必须通过由作为交易一部分被“交付”的A股东支付的费用来收回这笔成本。(关于共同基金业务的精彩讨论,请阅读约翰·博格尔的《共同基金常识》。)
A few years ago, my daughter was asked to become a director of a family of funds managed by a major institution. The fees she would have received as a director were very substantial, enough to have increased her annual income by about 50% (a boost, she will tell you, she could use!). Legally, she would have been an independent director. But did the fund manager who approached her think there was any chance that she would think independently as to what advisor the fund should employ? Of course not. I am proud to say that she showed real independence by turning down the offer. The fund, however, had no trouble filling the slot (and – surprise – the fund has not changed managers).
几年前,我的女儿被邀请成为一家由大型机构管理的基金家族的董事。她作为董事将获得的费用非常可观,足以使她的年收入增加约50%(她会告诉你,这笔增长她用得着!)。从法律上讲,她将是一位独立董事。但是,接触她的基金经理是否认为她有可能就基金应该聘请哪家顾问独立地思考?当然不。我自豪地说,她拒绝了邀请,表现出真正的独立性。然而,该基金填补这个职位毫无困难(而且——惊喜——该基金并未更换经理人)。
Investment company directors have failed as well in negotiating management fees (just as compensation committees of many American companies have failed to hold the compensation of their CEOs to sensible levels). If you or I were empowered, I can assure you that we could easily negotiate materially lower management fees with the incumbent managers of most mutual funds. And, believe me, if directors were promised a portion of any fee savings they realized, the skies would be filled with falling fees. Under the current system, though, reductions mean nothing to "independent" directors while meaning everything to managers. So guess who wins?
投资公司董事在协商管理费方面也失败了(正如许多美国公司的薪酬委员会未能将其CEO的薪酬控制在合理水平一样)。如果你或我得到授权,我可以向你保证,我们可以轻松地与大多数共同基金的现任经理人协商大幅降低管理费。而且,相信我,如果董事们被承诺从他们实现的任何费用节省中获得一部分分成,那么天上的费用将会纷纷下降。然而,在现行制度下,费用削减对“独立”董事毫无意义,而对经理人却意义重大。那么猜猜谁会赢?
Having the right money manager, of course, is far more important to a fund than reducing the manager's fee. Both tasks are nonetheless the job of directors. And in stepping up to these all-important responsibilities, tens of thousands of "independent" directors, over more than six decades, have failed miserably. (They've succeeded, however, in taking care of themselves; their fees from serving on multiple boards of a single "family" of funds often run well into six figures.)
当然,拥有合适的基金经理对基金来说远比降低经理费更重要。尽管如此,这两项任务都是董事的工作。在承担这些至关重要的职责方面,数以万计的“独立”董事在六十多年的时间里悲惨地失败了。(然而,他们在照顾自己方面取得了成功;他们在一个单一的基金“家族”中担任多个董事职务所获得的费用常常远达六位数。)
When the manager cares deeply and the directors don't, what's needed is a powerful countervailing force – and that's the missing element in today's corporate governance. Getting rid of mediocre CEOs and eliminating overreaching by the able ones requires action by owners – big owners. The logistics aren't that tough: The ownership of stock has grown increasingly concentrated in recent decades, and today it would be easy for institutional managers to exert their will on problem situations. Twenty, or even fewer, of the largest institutions, acting together, could effectively reform corporate governance at a given company, simply by withholding their votes for directors who were tolerating odious behavior. In my view, this kind of concerted action is the only way that corporate stewardship can be meaningfully improved.
当经理人深切关心而董事们不关心时,需要的是强大的制衡力量——而这正是当今公司治理中缺失的要素。摆脱平庸的CEO和消除有能力者的越界行为,需要所有者——大型所有者——采取行动。后勤并不那么困难:近几十年来,股票所有权日益集中,如今机构管理者很容易对问题情况施加他们的意愿。二十家甚至更少的大型机构联合行动,就可以有效地改革特定公司的公司治理,只需投票反对那些容忍恶劣行为的董事即可。在我看来,这种协调行动是能够有意义地改善公司管家责任的唯一途径。
Unfortunately, certain major investing institutions have "glass house" problems in arguing for better governance elsewhere; they would shudder, for example, at the thought of their own performance and fees being closely inspected by their own boards. But Jack Bogle of Vanguard fame, Chris Davis of Davis Advisors, and Bill Miller of Legg Mason are now offering leadership in getting CEOs to treat their owners properly. Pension funds, as well as other fiduciaries, will reap better investment returns in the future if they support these men.
不幸的是,某些主要的投资机构在主张其他地方更好的治理时存在“玻璃房子”问题;例如,他们一想到自己的业绩和费用被自己的董事会仔细审查就会不寒而栗。但是,先锋集团的杰克·博格尔、戴维斯顾问公司的克里斯·戴维斯和Legg Mason的比尔·米勒现在正在发挥领导作用,促使CEO们善待他们的所有者。养老基金以及其他受托人,如果支持这些人,未来将获得更好的投资回报。
The acid test for reform will be CEO compensation. Managers will cheerfully agree to board "diversity," attest to SEC filings and adopt meaningless proposals relating to process. What many will fight, however, is a hard look at their own pay and perks.
改革的试金石将是CEO薪酬。经理人将欣然同意董事会的“多元化”,证明SEC文件的真实性,并采纳与流程相关的无意义的提案。然而,许多人会强烈反对的是正视自己的薪酬和福利。
In recent years compensation committees too often have been tail-wagging puppy dogs meekly following recommendations by consultants, a breed not known for allegiance to the faceless shareholders who pay their fees. (If you can't tell whose side someone is on, they are not on yours.) True, each committee is required by the SEC to state its reasoning about pay in the proxy. But the words are usually boilerplate written by the company's lawyers or its human-relations department.
近年来,薪酬委员会常常像摇尾巴的小狗一样,温顺地遵循顾问的建议,而顾问这个群体并不以忠诚于支付其费用的无名股东而闻名。(如果你无法分辨某人站在哪一边,他们就不站在你这一边。)诚然,SEC要求每个委员会在委托书中陈述其关于薪酬的理由。但这些文字通常是由公司律师或人力资源部门撰写的套话。
This costly charade should cease. Directors should not serve on compensation committees unless they are themselves capable of negotiating on behalf of owners. They should explain both how they think about pay and how they measure performance. Dealing with shareholders' money, moreover, they should behave as they would were it their own.
这种代价高昂的做秀应该停止。除非董事们自己有能力代表所有者进行谈判,否则他们不应在薪酬委员会任职。他们应该解释自己如何看待薪酬以及如何衡量业绩。此外,在处理股东的钱时,他们应该像处理自己的钱一样行事。
In the 1890s, Samuel Gompers described the goal of organized labor as "More!" In the 1990s, America's CEOs adopted his battle cry. The upshot is that CEOs have often amassed riches while their shareholders have experienced financial disasters.
在1890年代,塞缪尔·冈珀斯将工会的目标描述为“更多!”在1990年代,美国的CEO们采纳了他的战斗口号。结果是,CEO们常常积累财富,而他们的股东却经历了财务灾难。
Directors should stop such piracy. There's nothing wrong with paying well for truly exceptional business performance. But, for anything short of that, it's time for directors to shout "Less!" It would be a travesty if the bloated pay of recent years became a baseline for future compensation. Compensation committees should go back to the drawing boards.
董事们应该停止这种掠夺。为真正出色的企业业绩支付高薪并没有错。但是,对于任何低于这一标准的情况,董事们应该大声喊出“更少!”如果近年来的臃肿薪酬成为未来薪酬的基准,那将是一种讽刺。薪酬委员会应该回到画板前重新设计。
Rules that have been proposed and that are almost certain to go into effect will require changes in Berkshire's board, obliging us to add directors who meet the codified requirements for "independence."
已经提出且几乎肯定会生效的规则将要求伯克希尔的董事会进行变更,迫使我们增加满足“独立性”成文要求的董事。
Doing so, we will add a test that we believe is important, but far from determinative, in fostering independence: We will select directors who have huge and true ownership interests (that is, stock that they or their family have purchased, not been given by Berkshire or received via options), expecting those interests to influence their actions to a degree that dwarfs other considerations such as prestige and board fees.
这样做,我们将增加一个我们认为在促进独立性方面重要但远非决定性的测试:我们将选择拥有巨大且真实所有权利益的董事(即他们或其家族购买的股票,不是伯克希尔给予或通过期权获得的),期望这些利益对他们的行为产生影响,其程度远超其他考虑因素,如声望和董事费。
That gets to an often-overlooked point about directors' compensation, which at public companies averages perhaps $50,000 annually. It baffles me how the many directors who look to these dollars for perhaps 20% or more of their annual income can be considered independent when Ron Olson, for example, who is on our board, may be deemed not independent because he receives a tiny percentage of his very large income from Berkshire legal fees. As the investment company saga suggests, a director whose moderate income is heavily dependent on directors' fees – and who hopes mightily to be invited to join other boards in order to earn more fees – is highly unlikely to offend a CEO or fellow directors, who in a major way will determine his reputation in corporate circles. If regulators believe that "significant" money taints independence (and it certainly can), they have overlooked a massive class of possible offenders.
这就涉及到了一个关于董事薪酬的经常被忽视的问题,在上市公司中,董事薪酬平均每年约为5万美元。让我困惑的是,许多依靠这笔钱获得也许20%或更多年收入的董事,怎么可以被视为独立,而例如我们董事会的罗恩·奥尔森,可能因为从伯克希尔的法律费用中获得其巨额收入的极小部分而被视为不独立。正如投资公司的故事所表明的那样,一个中等收入严重依赖董事费——并且热切希望被邀请加入其他董事会以赚取更多费用——的董事,极不可能冒犯CEO或其他董事,而这些人在很大程度上将决定他在企业界的声誉。如果监管者认为“重大”资金会污染独立性(它当然可以),他们忽视了一大类可能的违法者。
At Berkshire, wanting our fees to be meaningless to our directors, we pay them only a pittance. Additionally, not wanting to insulate our directors from any corporate disaster we might have, we don't provide them with officers' and directors' liability insurance (an unorthodoxy that, not so incidentally, has saved our shareholders many millions of dollars over the years). Basically, we want the behavior of our directors to be driven by the effect their decisions will have on their family's net worth, not by their compensation. That's the equation for Charlie and me as managers, and we think it's the right one for Berkshire directors as well.
在伯克希尔,我们希望我们的费用对我们的董事毫无意义,所以我们只付给他们很少的钱。此外,我们不希望让我们的董事与可能发生的任何公司灾难隔绝,所以我们不向他们提供高管和董事责任保险(这一非正统做法,并非偶然,多年来为我们的股东节省了数百万美元)。基本上,我们希望董事的行为由其决策对其家庭净资产的影响驱动,而不是由其薪酬驱动。这是查理和我作为管理者的等式,我们认为这也适用于伯克希尔的董事。
To find new directors, we will look through our shareholders list for people who directly, or in their family, have had large Berkshire holdings – in the millions of dollars – for a long time. Individuals making that cut should automatically meet two of our tests, namely that they be interested in Berkshire and shareholder-oriented. In our third test, we will look for business savvy, a competence that is far from commonplace.
为了寻找新的董事,我们将查看我们的股东名单,寻找那些直接或家族中长期持有大量伯克希尔股票——数百万美元——的人。符合这一条件的人自动满足我们的两个测试,即他们对伯克希尔有兴趣并且面向股东。在我们的第三个测试中,我们将寻找商业头脑,这是一种远非寻常的能力。
Finally, we will continue to have members of the Buffett family on the board. They are not there to run the business after I die, nor will they then receive compensation of any kind. Their purpose is to ensure, for both our shareholders and managers, that Berkshire's special culture will be nurtured when I'm succeeded by other CEOs.
最后,我们将继续让巴菲特家族的成员进入董事会。他们不是为了在我死后经营公司,那时他们也不会得到任何形式的报酬。他们的目的是确保,对其他CEO接替我时,伯克希尔的特殊文化得到培养,无论对我们的股东还是经理人都是如此。
Any change we make in the composition of our board will not alter the way Charlie and I run Berkshire. We will continue to emphasize substance over form in our work and waste as little time as possible during board meetings in show-and-tell and perfunctory activities. The most important job of our board is likely to be the selection of successors to Charlie and me, and that is a matter upon which it will focus.
我们对董事会组成的任何改变都不会改变查理和我经营伯克希尔的方式。我们将在工作中继续强调实质重于形式,并在董事会会议上尽可能少地浪费时间在展示和形式化的活动上。我们董事会最重要的工作很可能是选择查理和我的继任者,这是它将关注的问题。
The board we have had up to now has overseen a shareholder-oriented business, consistently run in accord with the economic principles set forth on pages 68-74 (which I urge all new shareholders to read). Our goal is to obtain new directors who are equally devoted to those principles.
我们迄今为止的董事会所监督的是一家面向股东的企业,始终按照第68-74页所述的经济原则运营(我敦促所有新股东阅读)。我们的目标是获得同样致力于这些原则的新董事。
The Audit Committee
审计委员会
Audit committees can't audit. Only a company's outside auditor can determine whether the earnings that a management purports to have made are suspect. Reforms that ignore this reality and that instead focus on the structure and charter of the audit committee will accomplish little.
审计委员会不能进行审计。只有公司的外部审计师才能确定管理层声称的收益是否可疑。忽视这一现实,反而将重点放在审计委员会的结构和章程上的改革将是徒劳的。
As we've discussed, far too many managers have fudged their company's numbers in recent years, using both accounting and operational techniques that are typically legal but that nevertheless materially mislead investors. Frequently, auditors knew about these deceptions. Too often, however, they remained silent. The key job of the audit committee is simply to get the auditors to divulge what they know.
正如我们讨论过的,近年来有太多经理人篡改了公司数据,使用了通常合法但实质上严重误导投资者的会计和运营技巧。审计师常常知道这些欺骗行为。但是,他们往往保持沉默。审计委员会的关键工作就是让审计师透露他们所知道的信息。
To do this job, the committee must make sure that the auditors worry more about misleading its members than about offending management. In recent years auditors have not felt that way. They have instead generally viewed the CEO, rather than the shareholders or directors, as their client. That has been a natural result of day-to-day working relationships and also of the auditors' understanding that, no matter what the book says, the CEO and CFO pay their fees and determine whether they are retained for both auditing and other work. The rules that have been recently instituted won't materially change this reality. What will break this cozy relationship is audit committees unequivocally putting auditors on the spot, making them understand they will become liable for major monetary penalties if they don't come forth with what they know or suspect.
要做好这项工作,委员会必须确保审计师更担心误导委员会成员,而不是得罪管理层。近年来,审计师并没有这种感觉。相反,他们通常将CEO视为客户,而不是股东或董事。这是日常工作关系的自然结果,也是因为审计师明白,无论书本上怎么说,CEO和CFO支付他们的费用,并决定他们是否被继续聘用进行审计和其他工作。最近制定的规则不会实质性改变这一现实。打破这种舒服关系的是审计委员会明确地将审计师置于困境,让他们明白,如果不透露他们知道或怀疑的事情,他们将面临重大经济处罚。
In my opinion, audit committees can accomplish this goal by asking four questions of auditors, the answers to which should be recorded and reported to shareholders. These questions are:
在我看来,审计委员会可以通过向审计师提出四个问题来实现这一目标,答案应该记录在案并向股东报告。这些问题如下:
- If the auditor were solely responsible for preparation of the company's financial statements, would they have in any way been prepared differently from the manner selected by management? This question should cover both material and nonmaterial differences. If the auditor would have done something differently, both management's argument and the auditor's response should be disclosed. The audit committee should then evaluate the facts.
- 如果审计师单独负责编制公司的财务报表,报表是否会在任何方面与管理层选择的方式不同?这个问题应涵盖重大和非重大差异。如果审计师会以不同方式行事,则应披露管理层的论点和审计师的回应。然后审计委员会应评估事实。
- If the auditor were an investor, would he have received – in plain English – the information essential to his understanding the company's financial performance during the reporting period?
- 如果审计师是一名投资者,他是否收到了——用通俗易懂的英语——了解公司报告期内财务业绩所必需的信息?
- Is the company following the same internal audit procedure that would be followed if the auditor himself were CEO? If not, what are the differences and why?
- 公司是否遵循了如果审计师本人是CEO时会遵循的相同内部审计程序?如果不是,差异在哪里,为什么?
- Is the auditor aware of any actions – either accounting or operational – that have had the purpose and effect of moving revenues or expenses from one reporting period to another?
- 审计师是否知晓任何行为——无论是会计还是运营行为——其目的和效果是将收入或费用从一个报告期转移到另一个报告期?
If the audit committee asks these questions, its composition – the focus of most reforms – is of minor importance. In addition, the procedure will save time and expense. When auditors are put on the spot, they will do their duty. If they are not put on the spot . . . well, we have seen the results of that.
如果审计委员会提出这些问题,其构成——大多数改革的焦点——就变得次要了。此外,该程序将节省时间和费用。当审计师被置于困境时,他们会尽职尽责。如果他们没有被置于困境……嗯,我们已经看到了结果。
The questions we have enumerated should be asked at least a week before an earnings report is released to the public. That timing will allow differences between the auditors and management to be aired with the committee and resolved. If the timing is tighter – if an earnings release is imminent when the auditors and committee interact – the committee will feel pressure to rubberstamp the prepared figures. Haste is the enemy of accuracy. My thinking, in fact, is that the SEC's recent shortening of reporting deadlines will hurt the quality of information that shareholders receive. Charlie and I believe that rule is a mistake and should be rescinded.
我们列举的问题应在收益报告向公众发布前至少一周提出。这样的时机安排将使审计师与管理层之间的分歧能够在委员会上充分讨论并解决。如果时间更紧——如果收益发布在即,审计师与委员会才进行互动——委员会将感到压力,只能对准备好的数字盖章通过。仓促是准确性的敌人。事实上,我认为SEC最近缩短报告截止日期的做法将损害股东收到的信息质量。查理和我认为这一规则是一个错误,应该废除。
The primary advantage of our four questions is that they will act as a prophylactic. Once the auditors know that the audit committee will require them to affirmatively endorse, rather than merely acquiesce to, management's actions, they will resist misdoings early in the process, well before specious figures become embedded in the company's books. Fear of the plaintiff's bar will see to that.
我们四个问题的主要优势在于它们将起到预防作用。一旦审计师知道审计委员会将要求他们明确支持而非仅仅默许管理层的行动,他们就会在过程的早期抵制不当行为,远在似是而非的数字嵌入公司账簿之前。对原告律师的恐惧将确保这一点。
The Chicago Tribune ran a four-part series on Arthur Andersen last September that did a great job of illuminating how accounting standards and audit quality have eroded in recent years. A few decades ago, an Arthur Andersen audit opinion was the gold standard of the profession. Within the firm, an elite Professional Standards Group (PSG) insisted on honest reporting, no matter what pressures were applied by the client. Sticking to these principles, the PSG took a stand in 1992 that the cost of stock options should be recorded as the expense it clearly was. The PSG's position was reversed, however, by the "rainmaking" partners of Andersen who knew what their clients wanted – higher reported earnings no matter what the reality. Many CEOs also fought expensing because they knew that the obscene megagrants of options they craved would be slashed if the true costs of these had to be recorded.
《芝加哥论坛报》去年9月刊登了一篇关于安达信的四部分系列文章,很好地阐明了近年会计标准和审计质量是如何被侵蚀的。几十年前,安达信的审计意见是该行业的黄金标准。在公司内部,一个精英的专业标准小组坚持诚实报告,无论客户施加什么压力。坚持这些原则,PSG在1992年表态,股票期权的成本应被记为费用——这显然是费用。然而,安达信那些知道客户想要什么的“造雨”合伙人推翻了PSG的立场——客户想要的是更高的报告收益,无论现实如何。许多CEO也反对费用化,因为他们知道,如果他们渴望的巨额期权授予的真实成本必须记录,这些期权将被大幅削减。
Soon after the Andersen reversal, the independent accounting standards board (FASB) voted 7-0 for expensing options. Predictably, the major auditing firms and an army of CEOs stormed Washington to pressure the Senate – what better institution to decide accounting questions? – into castrating the FASB. The voices of the protesters were amplified by their large political contributions, usually made with corporate money belonging to the very owners about to be bamboozled. It was not a sight for a civics class.
在安达信立场反转后不久,独立会计准则委员会以7-0投票支持期权费用化。可以预见的是,主要审计公司和一群CEO涌向华盛顿,向参议院施压——还有更好的机构来决定会计问题吗?——迫使委员会让步。抗议者的声音因他们的大笔政治捐款而被放大,这些捐款通常来自属于即将被欺骗的所有者的公司资金。这不是公民课应该看到的景象。
To its shame, the Senate voted 88-9 against expensing. Several prominent Senators even called for the demise of the FASB if it didn't abandon its position. (So much for independence.) Arthur Levitt, Jr., then Chairman of the SEC – and generally a vigilant champion of shareholders – has since described his reluctant bowing to Congressional and corporate pressures as the act of his chairmanship that he most regrets. (The details of this sordid affair are related in Levitt's excellent book, Take on the Street.)
可耻的是,参议院以88票对9票反对费用化。几位著名的参议员甚至呼吁,如果委员会不放弃其立场,就让它灭亡。(独立性不过如此。)时任SEC主席的小亚瑟·莱维特——通常是股东警惕的捍卫者——后来将他勉强屈从于国会和公司压力的行为描述为他任期内最后悔的行为。(这件肮脏事件的细节在莱维特的优秀著作《街头指南》中有详细描述。)
With the Senate in its pocket and the SEC outgunned, corporate America knew that it was now boss when it came to accounting. With that, a new era of anything-goes earnings reports – blessed and, in some cases, encouraged by big-name auditors – was launched. The licentious behavior that followed quickly became an air pump for The Great Bubble.
由于参议院在握,SEC火力不足,美国公司知道,在会计问题上它现在是老大。随之而来的是一个新的随心所欲的收益报告时代——受到知名审计公司的祝福,在某些情况下甚至受到鼓励。随之而来的放纵行为迅速成为“大泡沫”的打气筒。
After being threatened by the Senate, FASB backed off its original position and adopted an "honor system" approach, declaring expensing to be preferable but also allowing companies to ignore the cost if they wished. The disheartening result: Of the 500 companies in the S&P, 498 adopted the method deemed less desirable, which of course let them report higher "earnings." Compensation-hungry CEOs loved this outcome: Let FASB have the honor; they had the system.
在受到参议院威胁后,委员会放弃了原来的立场,采取了一种“荣誉制度”方法,宣称费用化是更可取的,但也允许公司如果愿意可以忽略成本。令人沮丧的结果是:标准普尔500家公司中有498家采用了被认为不那么可取的方法,这当然让它们能够报告更高的“收益”。渴望薪酬的CEO们喜欢这个结果:让委员会拥有荣誉吧;他们拥有制度。
In our 1992 annual report, discussing the unseemly and self-serving behavior of so many CEOs, I said "the business elite risks losing its credibility on issues of significance to society – about which it may have much of value to say – when it advocates the incredible on issues of significance to itself."
在我们1992年的年报中,讨论那么多CEO不体面和自私的行为时,我说“商业精英在对其自身具有重要意义的问题上主张令人难以置信的东西时,有可能会在与社会的重大问题——对此他们可能有宝贵的见解——上失去信誉。”
That loss of credibility has occurred. The job of CEOs is now to regain America's trust – and for the country's sake it's important that they do so. They will not succeed in this endeavor, however, by way of fatuous ads, meaningless policy statements, or structural changes of boards and committees. Instead, CEOs must embrace stewardship as a way of life and treat their owners as partners, not patsies. It's time for CEOs to walk the walk.
这种信誉的丧失已经发生。CEO们现在的工作是重新赢得美国的信任——为了国家的利益,他们这样做很重要。然而,他们不会通过愚蠢的广告、毫无意义的政策声明或董事会和委员会的结构性改变来成功实现这一努力。相反,CEO们必须将管家精神作为一种生活方式,并像对待伙伴而不是傻瓜一样对待他们的所有者。是时候让CEO们言行一致了。
Three suggestions for investors: First, beware of companies displaying weak accounting. If a company still does not expense options, or if its pension assumptions are fanciful, watch out. When managements take the low road in aspects that are visible, it is likely they are following a similar path behind the scenes. There is seldom just one cockroach in the kitchen.
给投资者的三点建议:第一,警惕表现出薄弱会计的公司。如果一家公司仍然不费用化期权,或者其养老金假设是异想天开的,就要小心了。当管理层在可见的方面走上低路时,他们很可能在幕后也走着类似的道路。厨房里很少只有一只蟑螂。
Trumpeting EBITDA (earnings before interest, taxes, depreciation and amortization) is a particularly pernicious practice. Doing so implies that depreciation is not truly an expense, given that it is a "non-cash" charge. That's nonsense. In truth, depreciation is a particularly unattractive expense because the cash outlay it represents is paid up front, before the asset acquired has delivered any benefits to the business. Imagine, if you will, that at the beginning of this year a company paid all of its employees for the next ten years of their service (in the way they would lay out cash for a fixed asset to be useful for ten years). In the following nine years, compensation would be a "non-cash" expense – a reduction of a prepaid compensation asset established this year. Would anyone care to argue that the recording of the expense in years two through ten would be simply a bookkeeping formality?
鼓吹EBITDA(息税折旧及摊销前利润)是一种特别有害的做法。这样做意味着折旧不是真正的费用,因为它是一项“非现金”费用。那是胡说八道。事实上,折旧是一项特别令人不快的费用,因为它所代表的现金支出是在资产被收购为业务带来任何收益之前预先支付的。想象一下,如果今年年初一家公司支付了所有员工未来十年的服务报酬(就像他们为一项可用十年的固定资产支付现金一样)。在接下来的九年里,薪酬将是一项“非现金”费用——减少今年建立的预付薪酬资产。有人会认为第二年到第十年记录的费用仅仅是记账形式吗?
Second, unintelligible footnotes usually indicate untrustworthy management. If you can't understand a footnote or other managerial explanation, it's usually because the CEO doesn't want you to. Enron's descriptions of certain transactions still baffle me.
第二,不可理解的脚注通常意味着管理层不可信。如果你无法理解一个脚注或其他管理层的解释,那通常是因为CEO不想让你理解。安然公司对某些交易的描述至今仍使我困惑。
Finally, be suspicious of companies that trumpet earnings projections and growth expectations. Businesses seldom operate in a tranquil, no-surprise environment, and earnings simply don't advance smoothly (except, of course, in the offering books of investment bankers).
最后,警惕那些吹捧盈利预测和增长预期的公司。企业很少在平静、没有意外的环境中运营,收益根本不会平稳增长(当然,投资银行的推销资料除外)。
Charlie and I not only don't know today what our businesses will earn next year – we don't even know what they will earn next quarter. We are suspicious of those CEOs who regularly claim they do know the future – and we become downright incredulous if they consistently reach their declared targets. Managers that always promise to "make the numbers" will at some point be tempted to make up the numbers.
查理和我不仅现在不知道我们的企业明年会赚多少钱——我们甚至不知道它们下个季度会赚多少钱。我们对那些经常声称自己知道未来的CEO持怀疑态度——如果他们 consistently 达到他们宣称的目标,我们会变得完全不敢相信。那些总是承诺“达到数字”的经理人,到某个时候会忍不住去编造数字。
Shareholder-Designated Contributions
股东指定捐赠
About 97.3% of all eligible shares participated in Berkshire's 2002 shareholder-designated contributions program, with contributions totaling $16.5 million.
约97.3%的合格股份参与了伯克希尔2002年的股东指定捐赠计划,捐款总额为1650万美元。
Cumulatively, over the 22 years of the program, Berkshire has made contributions of $197 million pursuant to the instructions of our shareholders. The rest of Berkshire's giving is done by our subsidiaries, which stick to the philanthropic patterns that prevailed before they were acquired (except that their former owners themselves take on the responsibility for their personal charities). In aggregate, our subsidiaries made contributions of $24 million in 2002, including in-kind donations of $4 million.
在该计划开展的22年中,伯克希尔根据股东的指示累计捐款1.97亿美元。伯克希尔其余的捐赠由我们的子公司进行,它们坚持被收购前盛行的慈善模式(只是其前所有者自己承担个人慈善的责任)。总的来说,我们的子公司在2002年捐赠了2400万美元,其中包括400万美元的实物捐赠。
To participate in future programs, you must own Class A shares that are registered in the name of the actual owner, not the nominee name of a broker, bank or depository. Shares not so registered on August 31, 2003 will be ineligible for the 2003 program. When you get the contributions form from us, return it promptly so that it does not get put aside or forgotten. Designations received after the due date will not be honored.
要参与未来的计划,你必须拥有以实际所有者名义注册的A类股票,而不是以经纪人、银行或存管机构的名义注册。在2003年8月31日未如此注册的股票将没有资格参加2003年的计划。当你从我们这里收到捐款表格时,请及时寄回,以免被搁置或遗忘。逾期收到的指定将不被接受。
The Annual Meeting
年度会议
This year's annual meeting will be held on Saturday, May 3, and once again we will be at the Civic Auditorium. The doors will open at 7 a.m., the movie will begin at 8:30, and the meeting itself will commence at 9:30. There will be a short break at noon for food. (Sandwiches will be available at the Civic's concession stands.) That interlude aside, Charlie and I will answer questions until 3:30. Give us your best shot.
今年的年度会议将于5月3日星期六举行,我们将再次在市民礼堂举行。大门将于早上7点打开,电影将在8:30开始,会议本身将在9:30开始。中午有短暂的用餐休息时间。(市民礼堂的食品摊位将提供三明治。)除那段休息时间外,查理和我将回答问题直到下午3:30。尽管向我们提出您最尖锐的问题吧。
An attachment to the proxy material that is enclosed with this report explains how you can obtain the credential you will need for admission to the meeting and other events. As for plane, hotel and car reservations, we have again signed up American Express (800-799-6634) to give you special help. They do a terrific job for us each year, and I thank them for it.
本报告随附的委托书材料附件解释了如何获得参加年会和其他活动所需的凭证。至于飞机、酒店和汽车预订,我们再次签约美国运通(800-799-6634)为您提供特别帮助。他们每年都为我们做得非常出色,我为此感谢他们。
In our usual fashion, we will run vans from the larger hotels to the meeting. Afterwards, the vans will make trips back to the hotels and to Nebraska Furniture Mart, Borsheim's and the airport. Even so, you are likely to find a car useful.
按照我们的惯例,我们将安排面包车从较大的酒店前往会场。之后,面包车将返回酒店以及内布拉斯加家具卖场、博希姆珠宝和机场。即便如此,您可能仍会发现汽车很有用。
Our exhibit area for Berkshire goods and services will be bigger and better than ever this year. So be prepared to spend. I think you will particularly enjoy visiting The Pampered Chef display, where you may run into Doris and Sheila.
我们展示伯克希尔商品和服务的展览区今年将比以往任何时候都更大、更好。所以请准备好花钱。我想你会特别喜欢参观The Pampered Chef的展位,在那里你可能会遇到多丽丝和希拉。
GEICO will have a booth staffed by a number of its top counselors from around the country, all of them ready to supply you with auto insurance quotes. In most cases, GEICO will be able to give you a special shareholder discount (usually 8%). This special offer is permitted by 41 of the 49 jurisdictions in which we operate. Bring the details of your existing insurance and check out whether we can save you money.
盖可将设立一个展位,由来自全国各地的许多顶级顾问提供服务,他们都准备好为您提供汽车保险报价。在大多数情况下,盖可能够给您一个特别的股东折扣(通常为8%)。在我们经营的49个司法管辖区中,有41个允许这种特别优惠。带上您现有保险的详细信息,看看我们是否能帮您省钱。
On Saturday, at the Omaha airport, we will have the usual array of aircraft from NetJets® available for your inspection. Just ask a representative at the Civic about viewing any of these planes. If you buy what we consider an appropriate number of items during the weekend, you may well need your own plane to take them home. Furthermore, if you buy a fraction of a plane, I'll personally see that you get a three-pack of briefs from Fruit of the Loom.
星期六在奥马哈机场,我们将提供往常一样的一系列 NetJets® 飞机供您参观。只需向市民礼堂的代表询问观看这些飞机的事宜。如果您在周末购买了我们认为数量合适的物品,您很可能需要自己的飞机把它们带回家。此外,如果您购买了一部分飞机,我会亲自确保您从Fruit of the Loom获得一包三条的平角内裤。
At Nebraska Furniture Mart, located on a 77-acre site on 72nd Street between Dodge and Pacific, we will again be having "Berkshire Weekend" pricing, which means we will be offering our shareholders a discount that is customarily given only to employees. We initiated this special pricing at NFM six years ago, and sales during the "Weekend" grew from $5.3 million in 1997 to $14.2 million in 2002.
在位于道奇街和太平洋街之间第72街占地77英亩的内布拉斯加家具卖场,我们将再次提供“伯克希尔周末”定价,这意味着我们将为股东提供通常只给员工的折扣。我们六年前在 NFM 启动了这项特别定价活动,“周末”期间的销售额从1997年的530万美元增长到2002年的1420万美元。
To get the discount, you must make your purchases during the Thursday, May 1 through Monday, May 5 period and also present your meeting credential. The period's special pricing will even apply to the products of several prestigious manufacturers that normally have ironclad rules against discounting but that, in the spirit of our shareholder weekend, have made an exception for you. We appreciate their cooperation. NFM is open from 10 a.m. to 9 p.m. on weekdays and 10 a.m. to 6 p.m. on Sundays. On Saturday this year, from 6 p.m. to 10 p.m., we are having a special affair for shareholders only. I'll be there, eating hot dogs and drinking Coke.
要获得折扣,您必须在5月1日星期四至5月5日星期一期间购物,并出示您的会议凭证。该期间的特价甚至适用于几家知名制造商的产品,这些制造商通常有反对打折的铁律,但本着我们股东周末的精神,他们为您破例。我们感谢他们的合作。NFM 周一至周五上午10点至晚上9点开放,周日上午10点至下午6点开放。今年的星期六晚上6点到10点,我们将举办一场仅限股东的特别活动。我会在那里,吃热狗,喝可乐。
Borsheim's – the largest jewelry store in the country except for Tiffany's Manhattan store – will have two shareholder-only events. The first will be a cocktail reception from 6 p.m. to 10 p.m. on Friday, May 2. The second, the main gala, will be from 9 a.m. to 5 p.m. on Sunday, May 4. Ask Charlie to autograph your sales ticket.
博希姆珠宝——除蒂芙尼曼哈顿店外全国最大的珠宝店——将举办两场股东专属活动。第一场是5月2日星期五晚上6点到10点的鸡尾酒会。第二场是主要盛会,将于5月4日星期日上午9点至下午5点举行。让查理在你的销售收据上签名。
Shareholder prices will be available Thursday through Monday, so if you wish to avoid the large crowds that will assemble on Friday evening and Sunday, come at other times and identify yourself as a shareholder. On Saturday, we will be open until 6 p.m. Borsheim's operates on a gross margin that is fully twenty percentage points below that of its major rivals, so the more you buy, the more you save (or at least that's what my wife and daughter tell me).
股东价格将从周四到周一有效,因此如果您想避开周五晚上和周日的拥挤人群,可以在其他时间光临并表明您的股东身份。周六,我们将营业至下午6点。博希姆珠宝的毛利率比其主要竞争对手低整整20个百分点,所以您买得越多,省得越多(至少我的妻子和女儿是这么告诉我的)。
In the mall outside of Borsheim's, we will have some of the world's top bridge experts available to play with our shareholders on Sunday afternoon. We expect Bob Hamman, Sharon Osberg, Fred Gitelman and Sheri Winestock to host tables. Patrick Wolff, twice U.S. chess champion, will also be in the mall, taking on all comers – blindfolded! Last year, Patrick played six games simultaneously – with his blindfold securely in place – and for the first time suffered a loss. (He won the other five games, however.) He's been training overtime ever since and is planning to start a new streak this year.
在博希姆珠宝外的商场里,我们将在周日下午安排一些世界顶级桥牌专家与我们的股东一起打牌。预计鲍勃·哈曼、莎伦·奥斯伯格、弗雷德·吉特尔曼和谢里·瓦恩斯托克将主持牌桌。两次美国国际象棋冠军帕特里克·沃尔夫也将在商场里,蒙着眼睛接受所有挑战者的挑战!去年,帕特里克在蒙着眼罩的情况下,同时下了六盘棋,第一次遭遇失败。(但他赢了其他五盘。)从那以后他一直在加班训练,并计划今年开始新的连胜。
Additionally, Bill Robertie, one of only two players who have twice won the backgammon world championship, will be on hand to test your skill at that game. Finally, we will have a newcomer: Peter Morris, the winner of the World Scrabble Championship in 1991. Peter will play on five boards simultaneously (no blindfold for him, however) and will also allow his challengers to consult a Scrabble dictionary.
最后,比尔·罗伯蒂——仅有的两位两次获得西洋双陆棋世界冠军的选手之一——将到场测试您在该游戏中的技巧。最后,我们还将有一个新人:1991年世界拼字游戏冠军彼得·莫里斯。彼得将同时进行五盘游戏(不过他不需要蒙眼),并且会允许挑战者查阅拼字游戏词典。
We are also going to test your vocal chords at the mall. My friend, Al Oehrle of Philadelphia, will be at the piano to play any song in any key. Susie and I will lead the singing. She is good.
我们还将在商场测试您的声带。我的朋友,费城的阿尔·奥尔勒将坐在钢琴旁,以任何调式演奏任何歌曲。苏茜和我将领唱。她很棒。
Gorat's – my favorite steakhouse – will again be open exclusively for Berkshire shareholders on Sunday, May 4, and will be serving from 4 p.m. until 10 p.m. Please remember that to come to Gorat's on Sunday, you must have a reservation. To make one, call 402-551-3733 on April 1 (but not before). If Sunday is sold out, try Gorat's on one of the other evenings you will be in town. Show your sophistication by ordering a rare T-bone with a double order of hash browns.
戈拉特牛排馆——我最喜欢的牛排餐厅——将于5月4日星期日再次专门为伯克希尔股东开放,营业时间为下午4点至晚上10点。请记住,要在周日去戈拉特,您必须预订。预订请于4月1日(但不能提前)致电402-551-3733。如果周日售罄,请在您在该市的其他晚上尝试戈拉特。点一份三分熟的T骨牛排和双份土豆煎饼,以显示您的品味。
There won't be a ball game this year. After my fastball was clocked at 5 mph last year, I decided to hang up my spikes. So I'll see you on Saturday night at NFM instead.
今年不会举行棒球比赛。去年我的快球速度被计时为5英里/小时后,我决定挂起我的钉鞋。所以我们周六晚上 NFM 见。
Next year our meeting will be held at Omaha's new convention center. This switch in locations will allow us to hold the event on either Saturday or Monday, whichever the majority of you prefer. Using the enclosed special ballot, please vote for your preference – but only if you are likely to attend in the future.
明年我们的会议将在奥马哈的新会议中心举行。地点的变换将使我们能够根据大多数人的偏好,在周六或周一举行会议。请使用随附的特别选票,投票表达您的偏好——但仅限于您未来有可能参会的情况。
We will make the Saturday/Monday decision based upon a count of shareholders, not shares. That is, a Class B shareholder owning one share will have a vote equal to that of a Class A shareholder owning many shares. If the vote is close, we will go with the preference of out-of-towners.
我们将根据股东人数而不是股份数来决定周六/周一的选择。也就是说,持有一股B类股的股东将拥有与持有很多股的A类股股东相同的投票权。如果投票结果接近,我们将采纳外地参会者的偏好。
Again, please vote only if there is a reasonable chance that you will be attending some meetings in the future.
再次强调,请仅在您未来有一定可能性参会的情况下投票。
Warren E. Buffett
Chairman of the Board
February 21, 2003
沃伦·E·巴菲特
董事会主席
2003年2月21日